Common use of Vesting Clause in Contracts

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested, based, for each Tranche, on . The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months worked from that the Date of Grant until the date of Retirement divided Participant was employed by the total Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of months for which that particular Tranche of Options would have otherwise become vestedsubject to this Agreement (rounding up to the nearest whole number), provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.

Vesting. The Options shall vest (a) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become exercisable as follows: one-third (1/3) vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the Options shall vest and become exercisable on each second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the first three anniversaries of Employer prior to the Date of Grant (each such one-third (1/3) of the Options which Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on each December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such anniversary Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreementforfeited; provided, however, that to if the extent then unvested, Participant terminates employment or service with the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to Employer on account of death or Permanent Disability, or Disability (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, as defined in the event Plan), all of the Participant’s Retirement, a separate pro-rata portion unvested Phantom Units shall become vested as of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent or service with the first sentence Employer on account of Section 4(bdeath or Disability. (c) hereof If the exercise of Participant’s employment or service is terminated by the Options Employer without Cause (as defined in the Plan) prior to the satisfaction of such requirement. Any fractional Options Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that would result from application of this Section 4(a) shall be aggregated have not vested will immediately vest in full and shall the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the first anniversary portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of GrantGrant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, 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 Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. The Options Subject to the terms and conditions of this Agreement, the Shares shall vest and become exercisable in Participant as follows: the Shares shall vest ratably over a three-year period, with one-third of the Shares (1/3------) vesting on December 31, 200X; one-third of the Shares (-----) vesting on December 31, 200Y, and the balance or (-----) of the Options shall vest Shares vesting on December 31, 200Z, if, and become exercisable on only if, Participant remains continuously employed by the Company from the date hereof until each respective vesting date, and subject to the forfeiture provisions below. Vesting of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary Shares shall be referred accelerated to herein as a “Tranche”) unless previously vested or forfeited in accordance with an earlier date only under the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable iffollowing conditions: (ia) in the event of a Change in Control of Company (as defined in the attached Exhibit A), and provided that Participant remains continuously in the service of or employed the Company until the effective date of such Change in Control, all unvested Shares granted under this Agreement shall become immediately vested on the effective date of the Change in Control; (b) in the event that Participant’s employment by or service provision for the Company is terminated because Participant becomes in the service of a new owner of any business of the Company pursuant to a Change in Control event, and provided that Participant remains continuously employed by or in the service of the Company until the date of closing of the Change in Control event, all unvested Shares granted under this Agreement shall become immediately vested as of the last date of Participant’s service to or employment by the Company; or (c) in the event that Participant’s service to the Company is involuntarily terminated by the Company without cause within one year following a Change in Control Event, and provided that Participant remains continuously in the service of the Company until the date of such involuntary termination, all unvested Shares granted under this Agreement shall become immediately vested as of the last date of Participant’s employment with or service for the Company. (d) in the event that the Participant’s employment with or service to the Company terminates due to because of death or Permanent DisabilityDisability or at the request of the Chief Executive Officer of the Company (other than for Cause) or of a U.S. government agency, or (ii) all the Shares issuable under this award will vest on such termination. Except to the extent provided in the preceding sentence or unless specifically provided in this Agreement or in a side letter thereto, this award will not vest upon the Participant’s employment terminates within two years after a Change in Control without Cause retirement. On the Vesting Date (or for Good Reason. Furtherpromptly thereafter), provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (Company will deliver to the extent then unvested) Participant a certificate representing the Shares which have vested on such date. For purposes of this Agreement, the term “Disability” shall immediately become vestedbe defined as any condition which shall render the Participant incapable of fulfilling his or her obligations hereunder because of injury or physical or mental illness, basedand such incapacity shall exist or reasonably may be expected, for each Tranche, on upon the number competent medical opinion of months worked from the Date of Grant until the date of Retirement divided a doctor chosen by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permitCompany, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantexceeding 60 consecutive days or 120 nonconsecutive days within a six-month period.

Vesting. The Options (a) Subject to Section 4(b) hereof and the further provisions of this Agreement, a number of whole shares of Restricted Stock as close as possible to 25% of the total number of shares granted hereunder shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three four anniversaries of the Date of Grant November 15, 2013 (each such one-third date, a “Vesting Date”). (1/3b) In the event of the occurrence of a Change in Control, as defined in Section 3.8(a) of the Options which vest Plan, as in effect on each the date of such anniversary occurrence, before all the shares of Restricted Stock are vested, the Restricted Stock shall become vested in full on the date of such Change in Control. However, Participant agrees that such vesting shall be referred to herein as waived in the event that (x) such Change in Control is also a Change of Control of Genco Shipping & Trading Limited (“TrancheGenco”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that pursuant to the extent then unvestedParticipant’s Employment Agreement with Genco dated as of September 21, 2007 (the Options shall immediately become vested “Genco Employment Agreement”) and exercisable if: (iy) such Change in Control is not a Change in Control as described in clause (i)(B) or (ii)(B) of the definition provided in Section 3.8(a) of the Plan; provided that in the event that the Participant’s employment terminates due to death or Permanent Disability, or (ii) with Genco does not terminate within three months of such Change in Control other than as a result of the Participant’s employment terminates within two years death or disability, such vesting shall occur exactly three months after a the Change in Control without Cause or for Good Reasonnotwithstanding such waiver. Further, providedFor the avoidance of doubt, in the event of the occurrence of a Change in Control and of the circumstances in clauses (x) and (y) above, if the Participant’s Retirementemployment with Genco does not terminate within three months of such Change in Control, the Restricted Stock shall become vested in full exactly three months after the Change in Control, and if the Participant’s employment with Genco terminates within three months of such Change in Control as a separate pro-rata portion result of each death or disability, then the Restricted Stock shall become vested in full in connection with such termination of employment with Genco. (c) In the three Tranches of Options (event the Participant is providing Service to the extent Company pursuant to the Participant's Employment Agreement with the Company dated as of December 19, 2013 (the “Employment Agreement”) or is obligated to do so, and the Participant’s Service (as defined below) to the Company is terminated before all the shares of Restricted Stock are vested by the Company without cause (as defined in the Plan) or by the Participant for Good Reason (as defined in the Employment Agreement), then unvested) the Restricted Stock shall immediately become vested, based, for each Tranche, vested in full on the number of months worked from the Date of Grant until the date of Retirement divided such termination. (d) In the event the Participant is not providing Service to the Company pursuant to the Employment Agreement and is not obligated to do so pursuant to the Employment Agreement, and the Participant’s Service with the Company and Genco is terminated before all the shares of Restricted Stock are vested by the total number of months Company without cause (as defined in the Plan) or by the Participant for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each TrancheGood Reason (as defined in the Employment Agreement), the pro-rata portion that vests Restricted Stock shall only become exercisable vested in full on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Granttermination.

Vesting. A. The Options Participant shall vest and become exercisable as follows: onehave a non-third (1/3) forfeitable right to a portion of the Options Award only upon the vesting dates specified on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of any Award shall vest become vested on the vesting date unless the Participant is then, and become exercisable on each 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 first three anniversaries Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the Plan. B. The Award will become eligible to vest upon achievement of the Date of Grant Granted PSUs goals (each such one-third (1/3) “Performance Goals”), as adopted by the Committee in the first calendar quarter of the Options year in which the Award is granted and communicated. The calculation of the number of Granted PSUs that will vest is specified in the Long-Term Incentive Program Overview for Executives for the year in which the Award is granted (“LTI Overview”), which is also found on each such anniversary shall be your Fidelity stock plan account. Granted PSUs that become eligible to vest are referred to herein as a the “Tranche”) unless previously vested or forfeited in accordance with Eligible PSUs.” In the Plan or this Agreement; provided, however, that event and to the extent that the Performance Goals are not satisfied, such Granted PSUs shall not become eligible to vest and shall be immediately forfeited. As specified in the Performance Goals, in the event and to the extent that the Performance Goals are exceeded, an additional number of Granted PSUs will become eligible to vest. In no event shall the number of Eligible PSUs exceed 200% of the number of Granted PSUs. All Eligible PSUs shall vest on the later of the third anniversary of the Grant Date or the date of the Committee’s determination of the degree to which the Performance Goals have been satisfied (the “Vesting Date”). C. Except as otherwise provided in the Plan, 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 unvestedvested will immediately terminate, the Options shall immediately become vested and exercisable ifexcept as follows: (i) any portion of the Award held by the Participant immediately prior to the Participant’s termination of employment terminates due to on account of death or Permanent DisabilityDisability will, orto the extent not vested previously, become fully vested upon the later of (a) the date of death or Disability of the Participant or (b) the determination of the Eligible PSUs based on the Performance Goals and the Committee’s approval, even if such determination occurs following the date of death or Disability of the Participant; and (ii) any portion of the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in Award held by the event of Participant immediately prior to the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately not vested previously, will become vested, based, for each Tranche, on fully vested upon the number later of months worked from the Date of Grant until the date of Retirement divided or determination of the Eligible PSUs based on the Performance Goals and the Committee’s approval for fifty percent (50%) of the number of Eligible PSUs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible PSUs covered by such unvested portion for every full year of employment by the total number Company and its Affiliates beyond ten (10) years, up to the remaining amount of months the unvested Eligible PSUs 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 (10) consecutive years of service with the Company or its Affiliates, but not including pursuant to any termination For Cause or any termination for which that particular Tranche insufficient performance, as determined by the Company. D. Notwithstanding anything herein to the contrary, any portion of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests Award held by a Participant or a Participant’s permitted transferee immediately prior to the cessation of the Participant’s employment For Cause shall only become exercisable terminate at the commencement of business on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Granttermination.

Vesting. The Options A. Subject to the performance condition set forth in Section 3(B) below and except as otherwise expressly provided in Sections 7 and 8 herein, this Award shall vest as to (i) 33,333 Restricted Stock Units on January 30, 2014 (the “First Tranche”), (ii) 33,333 Restricted Stock Units on January 30, 2015 (the “Second Tranche”); and become exercisable as follows: one-third (1/3iii) of 33,334 Restricted Stock Units on January 30, 2016 (the Options shall vest and become exercisable on each of “Third Tranche”); provided that Grantee has been continuously employed with the first three anniversaries of Company from the Date of Grant (through each such one-third (1/3) applicable vesting date. Except as specifically provided herein, employment or service for only a portion of the Options which vesting period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting. B. No portion of this Award shall vest on each such anniversary shall be referred to herein notwithstanding satisfaction of the continued employment requirement for vesting described in Section 3(A) above unless the Committee certifies, following the end of the Company's 2014 fiscal year, that the Company achieved Licensing Segment Earnings from Operations (as a defined below) for the last three quarters of the Company's 2014 fiscal year (the “TranchePerformance Period”) unless previously vested equal to or forfeited above the level established by the Committee with respect to the Award in accordance connection with the Plan or this Agreementgrant of the Award; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after if either a Change in Control without Cause or for Good Reason. Further, provided, (as defined in the event Employment Agreement) or the death or Disability (as defined in the Employment Agreement) of the Participant’s Retirement, a separate pro-rata portion of each Grantee occurs before the last day of the three Tranches Performance Period, the performance requirement of Options (to the extent then unvestedthis Section 3(B) shall immediately become vested, based, for each Tranche, on the number be deemed met as of months worked from the Date of Grant until the date of Retirement divided by such event. If such performance requirement is not met (and no such Change in Control, death or Disability (as defined in the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, Employment Agreement) occurs before the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise last day of the Options prior to Performance Period), this Award and the satisfaction Restricted Stock Units subject hereto shall terminate and be cancelled as of such requirement. Any fractional Options that would result from application the last day of the Performance Period. C. For purposes of this Section 4(a) shall Award, “Licensing Segment Earnings from Operations” means: the Company's earnings from operations derived from the Company's Licensing Segment for the Performance Period as calculated in accordance with generally accepted accounting principles (“GAAP”), but adjusted to exclude the financial statement impact of any new changes in accounting standards announced during the Performance Period that are required to be aggregated and shall vest on applied during the first anniversary of the Date of GrantPerformance Period in accordance with GAAP.

Vesting. The Options On each Measurement Date set forth in Column 1 below, the Option shall vest and become exercisable as follows: one-third (1/3) for the corresponding number of shares of Common Stock set forth in Column 2 below if the Optionee's employment has not terminated. The "Vested Portion" of the Options Option as of any particular date shall vest and be the cumulative total of all shares for which the Option has become exercisable as of that date. ------------------------------------------------- Column 1 Column 2 Shares Vesting on each Measurement Date Measurement Date ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- Notwithstanding the foregoing, in the event the Optionee's employment with the Company and/or any Parent Corporation or Subsidiary Corporation is terminated within _______ (___) year(s) after a "Change in Control" then, immediately prior to the effective date of such termination, all Options or converted rights which have not expired, shall become fully vested and exercisable (if not already vested and exercisable) by Optionee for a period of three (3) months thereafter. In addition, upon a Change in Control, pursuant to Section 7.2 of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary Plan, this Option shall be referred canceled and automatically converted into the right to herein as a “Tranche”) unless previously vested or forfeited receive, and thereafter shall be exercisable for, in accordance with the Plan or and this Agreement; provided, however, that to the extent then unvested, the securities, cash and/or other consideration that a holder of the shares underlying the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due would have been entitled to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after receive upon consummation of a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall had such shares been issued and outstanding immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated effective date and shall vest on the first anniversary time of the Date Change in Control (net of Grantappropriate exercise prices).

Vesting. The Options shall vest and become exercisable (a) Except as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall may otherwise be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; providedprovided herein, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event 40% of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options RSUs (rounded down to the extent then unvestednearest whole Share) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Grant Date, (ii) 40% 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 Grantthe RSUs shall become vested on the third anniversary of the Grant Date, in the case of each of clauses (i), (ii) and (iii), subject to Participant not having incurred a Termination of Employment prior to the applicable vesting date. (b) Except as provided in the immediately following sentence, in the event that Participant incurs a Termination of Employment, any unvested RSUs shall be forfeited by Participant without consideration therefor. Notwithstanding the foregoing, if Participant incurs a Termination of Employment (i) as a result of termination by the Company or its Affiliate without Cause on or after the first anniversary of the Grant Date, then 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 date of Participant’s Termination of Employment, with the number of RSUs vesting to be determined by multiplying the number of unvested RSUs that would have vested on the next vesting date by a fraction, the numerator of which is the number of days between the prior vesting date (or Grant Date if no vesting date occurred prior to Participant’s Termination of Employment) and the date of Participant’s Termination of Employment and the denominator of which is 365; or (ii) due to Participant’s death or Disability, then any unvested RSUs shall accelerate and vest in full as of the date of Termination of Employment and be paid out as soon as is administratively practicable.

Vesting. (i) The Options Restricted Stock granted pursuant to Section 1 above shall vest and become exercisable as follows: one-third cease to be Restricted Stock (1/3but shall remain subject to Section 5 of this Agreement) of the Options shall vest and become exercisable in equal annual installments on each of the first three four anniversaries of the Grant Date (i.e., one quarter per year), provided that the Participant has not incurred a Termination of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that Employment prior to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, orapplicable vesting date. (ii) There shall be no proportionate or partial vesting in the Participant’s employment terminates within two years after periods prior to the vesting date and all vesting shall occur only on the vesting date; provided that no Termination of Employment has occurred prior to such date. (iii) In the event of a Change in Control Termination of Employment without Cause or for Good Reason. Further, provided, Reason (as defined in the event of the Participant’s Retirementemployment agreement with the Company), a separate proor due to non-rata portion renewal by the Company of each such employment agreement, or upon the Participant’s death or Disability (or term or concept of like import, as defined in the Participant’s employment agreement with the Company) (each, an “Acceleration Event”) prior to the fourth anniversary of the three Tranches date of Options grant, then any remaining unvested Shares of Restricted Stock that would have vested if the Participant’s employment had continued for an additional twelve (12) months shall become vested on the date of such Acceleration Event and cease to be Restricted Stock (but shall remain subject to Section 5 of the extent then unvestedAgreement). The Shares of Restricted Stock will become fully vested on a Change in Control. (iv) shall immediately When any Shares of Restricted Stock become vested, basedthe Company shall promptly issue and deliver, for each Trancheunless the Company is using book entry, on to the number of months worked from Participant a new stock certificate registered in the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise name of the Options prior Participant for such Shares without the legend set forth in Section 4 hereof and deliver to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantParticipant any related other RS Property, subject to applicable withholding.

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3) In the event of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participanttermination of Employee’s employment terminates with Employer due to death or Permanent Disabilityunder Section 1.4(a), or (ii) the Participanttermination of Employee’s employment terminates within two years after a Change in Control with Employer due to disability under Section 1.4(b) or (iii) the termination of Employee’s employment by Employer without Cause cause under Section 1.4(e), Employee shall immediately receive an additional twelve (12) months of vesting credit with respect to Employee’s stock options, stock appreciation rights, restricted stock and any other equity or for Good Reasonequity-based compensation. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (The shares underlying any restricted stock units that become vested pursuant to the extent then unvestedthis Section 1.5(d) shall immediately become vested, based, for each Tranche, be payable on the number of months worked from the Date of Grant until the date of Retirement divided by the total number Employee’s termination of months for which employment. Any of Employee’s stock options and stock appreciation rights that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in pursuant to this Section 4(a1.5(d) absent shall be exercisable immediately upon vesting, and any such Retirement. Notwithstanding the foregoing sentences, upon a Participantstock options and stock appreciation rights and any of Employee’s stock options and stock appreciation rights that are otherwise vested and exercisable as of Employee’s termination of employment shall remain exercisable for 12 months following Employee’s termination of employment, provided that, if during such period Employee is under any reasontrading restriction due to a lockup agreement or closed trading window, such period shall be tolled during the period of such trading restriction. In the event the terms of this Agreement are contrary to or conflict with the terms of any document or agreement addressing Employee’s stock options, restricted stock, restricted stock units or any other equity compensation, the Compensation Committee mayterms of this Agreement shall govern and control; provided that, notwithstanding anything to the contrary herein, in its sole discretion, waive no event shall any requirement for vesting then remaining and permit, for a specified period of time consistent with stock option or stock appreciation right continue to be exercisable after the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction original expiration date of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantstock option or stock appreciation right.

Vesting. The Options Subject to the Optionee’s continued employment or other service relationship with the Company or its Subsidiaries through each applicable vesting date (except as otherwise provided in this Section 4), the Option shall vest become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable as follows: one-third according to the following provisions: (1/3a) Twenty percent (20%) of the Options Tranche A Option shall vest become a Vested Option and shall become exercisable on each of the first three five (5) anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this AgreementDate; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable ifthat: (i) the Participantentire Tranche A Option shall immediately become a Vested Option and shall become exercisable on the sixth (6) monthly anniversary of a Change in Control; provided, further, that if a Termination of Relationship occurs within six (6) months following a Change in Control as a result of (a) a termination of the Optionee’s employment terminates due to death or Permanent other service relationship by the Company or its Subsidiaries without Cause or (b) the Optionee’s death, serious illness or Disability, the entire Tranche A Option shall immediately become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a), and (ii) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the installment of the Tranche A Option scheduled to vest on the anniversary of the Grant Date next following such Termination of Relationship (if any) shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the number of Option Shares equal to 20% of the Tranche A Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the last anniversary of the Grant Date prior to the date of the Termination of Relationship or, if no such anniversary date has yet occurred, the Grant Date, and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Tranche A Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control (notwithstanding the provisions of Section 4(a)(i)) and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. (b) The Tranche B Option shall become a Vested Option and shall become exercisable as follows: (i) Fifty percent (50%) of the Tranche B Option shall become a Vested Option and shall become exercisable upon any Measurement Date if Apollo has achieved a MOIC of at least one and three-quarters (1.75), as calculated by the Committee; and (ii) Up to fifty percent (50%) of the Tranche B Option shall become a Vested Option and shall become exercisable upon any Measurement Date if Apollo has achieved a MOIC of greater than one and three-quarters (1.75) and up to two and one-quarter (2.25), determined based on linear interpolation between such MOIC achievement levels, as calculated by the Committee. If a Termination of Relationship occurs (x) prior to the occurrence of a Change in Control and (y) as a result of (A) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, the unvested portion of the Tranche B Option (if any) shall remain outstanding and eligible to become a Vested Option during the 90 day period following such Termination of Relationship upon achievement of the performance criteria set forth in Section 4(b) (after giving effect to Section 4(c)(i), if applicable) during such 90 day period, and any such portion that becomes a Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of Relationship occurred on the date of vesting; provided, that any portion of the Tranche B Option which remains unvested as of (I) the end of such 90 day period, or, (II) if earlier, after giving effect to the application of Section 4(c)(i) to the extent a Change in Control occurs and Apollo elects to give effect to Section 4(c)(i), shall be immediately forfeited; provided, further, that if a Change in Control occurs during such 90 day period and Apollo does not elect to give effect to Section 4(c)(i), any unvested portion of the Tranche B Option shall remain outstanding and the provisions of Section 4(b)(2) below (and not the provisions of Section 4(c)(ii)) will apply to such unvested portion of the Tranche B Option. If a Termination of Relationship occurs (a) following the occurrence of a Change in Control in which Apollo elected to give effect to Section 4(c)(ii) and (b) as a result of (x) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause or (y) the Optionee’s death, serious illness or Disability, then Apollo shall elect one of the following two alternatives: (1) The term Measurement Date shall be deemed amended to also mean the date of such Termination of Relationship, and the fair value (as reasonably determined in good faith by the Apollo Holders) as of the date of such termination of any Non- Cash Consideration received by the Apollo Holders upon or prior to such Measurement Date (that has not previously become, or been treated as, Cash Consideration) shall be treated as Cash Consideration. Any portion of the Tranche B Option which does not become a Vested Option upon the occurrence of such Termination of Relationship, in accordance with the performance criteria set forth in Section 4(b) (after giving effect to this Section 4(b)(1)), shall be immediately forfeited. Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(b)(1) shall remain outstanding pursuant to the provisions of Section 8(a); or (2) The unvested portion of the Tranche B Option (if any) as of the date of such Termination of Relationship shall remain outstanding and eligible to become a Vested Option upon any future Measurement Date, in accordance with the performance criteria set forth in Section 4(b), until the tenth anniversary of the Grant Date or, if earlier, the date on which the Tranche B Option terminates pursuant to this Agreement or the Plan for any reason other than set forth in Section 8(a)(ii) or 8(a)(iii). Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(b)(2) shall automatically terminate without consideration and shall become null and void and be of no further force and effect upon the earliest of (A) the tenth anniversary of the Grant Date, (B) the date of the Termination of Relationship of the Optionee for Cause and (C) the 90th day following the date that the applicable unvested portion of the Tranche B Option becomes a Vested Option. (c) Upon the occurrence of a Change in Control with respect to which the Apollo Holders receive any Non-Cash Consideration in lieu of, or in addition to, Cash Consideration, Apollo shall elect one of the following two alternatives: (i) The term Measurement Date shall be deemed amended to also mean the date of such Change in Control, and the fair value (as reasonably determined in good faith by the Apollo Holders) as of the date of such Change in Control of any such Non-Cash Consideration shall be treated as Cash Consideration. Any portion of the Tranche B Option which does not become a Vested Option upon the occurrence of such Change in Control, in accordance with the performance criteria set forth in Section 4(b) (after giving effect to this Section 4(c)(i)), shall be immediately forfeited. Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(c)(i) shall remain outstanding pursuant to the provisions of Section 8(a); or (ii) Any portion of the Participant’s employment terminates within two years after Tranche B Option which does not become a Vested Option upon the occurrence of such Change in Control shall remain outstanding and eligible to become a Vested Option upon any future Measurement Date in accordance with the performance criteria set forth in Section 4(b), until the Tranche B Option terminates pursuant to this Agreement or the Plan (including, without Cause limitation, in connection with a Termination of Relationship pursuant to Section 8(a)). Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(c)(ii) shall remain outstanding pursuant to the provisions of Section 8(a). (d) Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for Good Reason. Furtherany reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options Optionee (to the extent then whether vested or unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantforfeited.

Vesting. The Options Share Units, if any, credited to your Account in accordance with Section 1 above shall be subject to the following vesting schedule: (i) One-third of the Share Units shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the following dates (subject to such rounding conventions as may be implemented from time to time by Teradata’s third party Plan administrator): (A) the Crediting Date, (B) the first three anniversaries anniversary of the Crediting Date, and (C) the second anniversary of the Crediting Date of Grant (each such onea “Vesting Date”), provided that you are continuously employed by Teradata until the applicable Vesting Date. (ii) If you cease to be employed by Teradata due to (A) your death, or (B) your Disability (defined by reference to Teradata’s long-third (1/3) term disability plan that covers you), in either case after the end of the Options Performance Period but prior to a Vesting Date, then the Share Units shall become fully vested upon such termination. (iii) If you cease to be employed by Teradata prior to a Change in Control due to (A) your Retirement (defined as termination by you of your employment with Teradata at or after age 55 with the consent of the Committee); or (B) a reduction-in-force, in either case after the end of the Performance Period but prior to a Vesting Date, then a portion of the Share Units credited to your Account that have not yet vested shall become fully vested upon such termination, determined by multiplying (I) the number of unvested Share Units credited to your Account on the date of termination that would have vested on the next Vesting Date had you remained employed with Teradata through such date, by (II) a fraction, the numerator of which vest on each such anniversary is the number of full and partial months of employment you completed commencing with the Vesting Date that occurred immediately prior to your termination, and the denominator of which is 12 months (with the resulting product rounded to the nearest whole number); provided that if your termination occurs during the period commencing immediately after the end of the Performance Period but prior to the Crediting Date, the fraction described above shall be referred deemed to herein as be 12/12. The remaining number of Share Units shall be forfeited without further action or notice. (iv) If a “Tranche”Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Share Units are not assumed, converted or replaced by the continuing entity, then the Share Units shall vest upon the Change in Control. (v) unless previously vested If a Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Share Units are assumed, converted or forfeited replaced by the continuing entity, then the Share Units shall continue to vest in accordance with the Plan or this AgreementSection 2(a)(i); provided, however, that if you cease to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates be employed by Teradata due to death or Permanent (A) termination of your employment by Teradata without Cause, (B) termination of your employment with Teradata on account of death, Disability, or Retirement, or a reduction-in-force, or (iiC) if you are a participant in the Participant’s employment terminates within two years after Teradata Change in Control Severance Plan, a Teradata Severance Policy or a similar arrangement that defines “Good Reason” in the context of a resignation following a Change in Control without Cause or (a “CIC Plan”), termination of your employment with Teradata for “Good Reason. Further, provided, ” as defined in the event of CIC Plan within the Participant’s Retirement, a separate protwo-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, year period commencing on the number of months worked from Change in Control, then the Date of Grant until the date of Retirement divided by the total number of months for which Share Units credited to your Account that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become not yet vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantin full upon such termination.

Vesting. The Options Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3,4 the RSUs shall vest and become exercisable as follows: one-third (1/3that is, the Restricted Period with respect thereto shall terminate) of pursuant to the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this AgreementVesting Schedule; provided, however, that the unvested RSUs shall vest in full during the Vesting Period on the date, (a) immediately preceding the effective date of the Recipient’s Retirement as determined by the Committee in relation to the extent then unvestedRSUs: either (A) after reaching age 70 or (B) after reaching age 55 and having been employed or engaged by the Company or any Subsidiary for 15 years (provided that, if the Recipient retires after reaching age 56, for each year after age 55, the Options Recipient may work one year less for the Company or any Subsidiary, as applicable, and still be qualified for Retirement under this sub-section (B)5), (b) immediately preceding the Recipient’s death or the effective date of the Recipient’s Disability, or (c) immediately preceding the effective date of the termination of the Recipient’s employment or engagement with the Company or any Subsidiary by the Company or Subsidiary (which, whenever used in this Agreement, includes any such entity’s successor) without Cause,6 or by the Recipient for a Good Reason,7 in either case only in connection with or within 24 months following a Sale Event.8 The Recipient explicitly acknowledges and agrees that the granting or vesting of the RSUs 4 For example, pursuant to section 3, before the Vesting Start Date, (I) if the Recipient’s employment or engagement with the Company or any Subsidiary is terminated by the Recipient for any reason, or (II) if the Recipient retires, dies or becomes Disabled, the RSUs shall be forfeited in their entirety and no distribution or payment of any amount under such RSUs shall ever be made to the Recipient. 5 For example, if the Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 10 years to be qualified for retirement and receive the RSU Shares; and for example, if the Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 5 years to be qualified for retirement and receive the RSU Shares. 6 “Cause” means, in addition to any cause for termination as provided in any other applicable written agreement between the Company, the applicable Subsidiary, or the acquirer or successor of the Company or Subsidiary, and the Recipient, (i) conviction of any felony, (ii) any material breach or violation by the Recipient of any agreement to which the Recipient and the Company or the Subsidiary that employs or engages the Recipient are parties or of any published policy or guideline of the Company, (iii) any act (other than retirement or other termination of employment or engagement) or omission to act by the Recipient which may have a material and adverse effect on the business of the Company or Subsidiary or on the Recipient’s ability to perform services for the Company or Subsidiary, including habitual insobriety or substance abuse or the commission of any crime, gross negligence, fraud or dishonesty with regard to the Company or Subsidiary, or (iv) any material misconduct or neglect of duties and responsibilities by the Recipient in connection with the business or affairs of the Company or Subsidiary; provided, however, that the Recipient first shall have received written notice, which shall specifically identify what the Company or Subsidiary believes constitutes Cause, and if the breach, act, omission, misconduct or neglect is capable of being cured, the Recipient shall have failed to cure after 15 days following such notice. 7 A “Good Reason” means the occurrence of any of the following events: (i) a material adverse change in the functions, duties or responsibilities of the Recipient’s position (other than a termination by the Company or Subsidiary) which would meaningfully reduce the level, importance or scope of such position (provided that, a change in the person, position and/or department to whom the Recipient is required to report shall not by itself constitute a material adverse change in the Recipient’s position), (ii) the relocation of the Company or Subsidiary office at which the Recipient is principally located immediately become vested prior to a Sale Event (the “Original Office”) to a new location outside of the metropolitan area of the Original Office or the failure to place the Recipient’s own office in the Original Office (or at the office to which such office is relocated which is within the metropolitan area of the Original Office), or (iii) a material reduction in the Recipient’s base salary and exercisable if: incentive compensation opportunity as in effect immediately prior to a Sale Event; provided, however, that, within 90 days of the incident that provides the basis for a Good Reason termination, the Recipient shall have provided the Company or Subsidiary a written notice specifically identifying what the Recipient believes constitutes a Good Reason, and the Company or Subsidiary shall have failed to cure the adverse change, relocation or compensation reduction after 30 days following such notice. 8 A “Sale Event” shall mean (i) the Participant’s employment terminates due to death sale or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause other disposition of all or for Good Reason. Further, provided, in the event substantially all of the Participant’s Retirement, a separate pro-rata portion of each assets of the three Tranches Company or the Subsidiary that employs or engages the Recipient, including a majority or more of Options (to all outstanding stock of the extent then unvested) shall immediately become vested, based, for each TrancheSubsidiary, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.a

Vesting. The Options shall vest and become exercisable (a) Except as follows: may otherwise be provided herein, (i) one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant RSUs (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that rounded down to the extent then unvested, the Options nearest whole Share) shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Grant Date, (ii) 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 Grantthe RSUs shall become vested on the third anniversary of the Grant Date, in the case of each of clauses (i), (ii) and (iii), subject to Participant not having incurred a Termination of Employment prior to the applicable vesting date. (b) Except as provided in the immediately following sentence, in the event that Participant incurs a Termination of Employment, any unvested RSUs shall be forfeited by Participant without consideration therefor. Notwithstanding the foregoing, if Participant incurs a Termination of Employment (i) as a result of termination by the Company or its Affiliate without Cause on or after the first anniversary of the Grant Date, then 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 date of Participant’s Termination of Employment, with the number of RSUs vesting to be determined by multiplying the number of unvested RSUs that would have vested on the next vesting date by a fraction, the numerator of which is the number of days between the prior vesting date (or Grant Date if no vesting date occurred prior to Participant’s Termination of Employment) and the date of Participant’s Termination of Employment and the denominator of which is 365; or (ii) due to Participant’s death or Disability, then any unvested RSUs shall accelerate and vest in full as of the date of Termination of Employment and be paid out as soon as is administratively practicable.

Vesting. The Options shall (a) LINN Incentive Units will vest and become exercisable as follows: one-third (1/3i) of the Options shall vest and become exercisable ten percent (10%) on each of the first three five (5) anniversaries of the Date date of Grant the grant (each each, an “Annual Vesting Date”) and (ii) any LINN Incentive Units not vested pursuant to clause (i) hereof shall vest on the date of a Vesting Event (as defined below). In addition, upon a Company MSA Termination, if less than 50% of the LINN Incentive Units are vested at such one-third time, an additional ten percent (1/310%) of the Options which LINN Incentive Units (or such lesser amount as is sufficient to cause 50% of the LINN Incentive Units to be vested) will vest on each such anniversary shall be referred to herein effective as of the Company MSA Termination Date; provided that if the Company MSA Termination occurs as a “Tranche”result of a LINN Event, then such vesting shall not occur. (b) unless previously vested or forfeited Annual vesting will continue during the MSA Transition Period. In addition, as of the end of the MSA Transition Period, vesting will be deemed to have occurred on a monthly basis at the rate of 0.83% for each month following the immediately preceding Annual Vesting Date. For example, if the MSA Transition Period ended one month following the Annual Vesting Date, an additional 0.83% vesting will be deemed to occur (1 month following the immediately preceding Annual Vesting Date x 0.83%). If the MSA Transition Period ended one month prior to the Annual Vesting Date, an additional 9.13% vesting will be deemed to have occurred (11 months following the immediately preceding Annual Vesting Date x 0.83%). If LINN breaches its obligations under the MSA during the MSA Transition Period and such breach would have given the Company the right to terminate the MSA in accordance with the Plan or its terms, LINN shall forfeit any rights to any further vesting set forth in this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked section effective from the Date of Grant until the date of Retirement divided by the total number of months for which such breach (and any distributions that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion been made in respect of any unvested LINN Incentive Units that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under LINN Incentive Units absent such breach). For the schedule described above avoidance of doubt, no further vesting shall occur following the termination of the MSA other than in accordance with this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant4.1(b).

Vesting. The (a) Subject to Section 3 hereof and contingent upon the Optionee’s continued employment with the Company until the applicable vesting date (except as otherwise provided in paragraphs (b) and (c) below), the Replacement Options shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event One-third of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Replacement Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date Replacement Option Grant Date. (ii) One-third of Grantthe Replacement Options shall vest on the second anniversary of the Replacement Option Grant Date. (iii) The remaining Replacement Options shall vest on the third anniversary of the Replacement Option Grant Date. As used herein, “vested” Options shall mean those Options which (1) shall have become exercisable pursuant to the terms of this Agreement and (2) shall not have been previously exercised. (b) If, prior to vesting of the Replacement Options under paragraph (a) above the Optionee has a Separation from Service (as defined in the Plan) with the Company or any of its subsidiaries for any reason (voluntary or involuntary), then such non-vested Replacement Options shall be immediately and irrevocably forfeited, except as otherwise provided in Section 6(j)(ii) of the Plan (Separation from Service by reason of death or Retirement) or Section 11 of the Plan (Separation from Service following a Change in Control). Following Separation from Service, the Optionee’s vested Replacement Options shall remain exercisable for a limited period of time, as set forth in Section 6(j) or Section 11 of the Plan, as applicable. Notwithstanding anything to the contrary in the Plan or this Agreement, and for purposes of clarity, any Separation from Service shall be effective as of the date the Optionee’s active employment ends and shall not be extended by any statutory or common law notice period. (c) If, prior to the vesting of the Replacement Options under paragraph (a) above the Optionee is determined by the insurance carrier under the Company’s then-current long-term disability plan to be entitled to receive benefits under such plan, and, by reason of such disability, is deemed to have a Separation from Service (within the meaning of the Plan), then an amount of unvested Replacement Options shall vest as described on Section 6(j)(iii) of the Plan, and the Optionee’s vested Replacement Options shall be exercisable for a limited period of time as described in Section 6(j)(iii) of the Plan.

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the i. Participant’s employment terminates due to death or Permanent Disability, or (ii) the . Participant’s employment terminates on or within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date, based, for each Tranche, on or if no Vesting Date has yet occurred the number of months worked from since the Date of Grant until Grant, by 36, by (B) the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vestedsubject to this Agreement (rounding up to the nearest whole number), provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3A) On the last day of the Options Measurement Period, the PRSU Shares stated on the Acceptance Page shall vest be adjusted pursuant to the Specific Performance Goals as set forth on Exhibit A attached hereto, and after the adjustment, become exercisable on each the total number of the first three anniversaries of Vested Shares that will be used to settle the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this AgreementPRSUs under section 1(d); provided, however, that (x) if the Recipient’s employment or engagement with the Company or any Subsidiary is terminated before the Vesting Start Date for any reason, (y) if the Recipient retires, dies or becomes Disabled before the Vesting Start Date, or (z) if a Sale Event 4 takes place prior to the extent then unvestedVesting Start Date and the surviving or acquiring entity or the new entity resulting from the Sale Event refuses to assume or continue the PRSUs or to substitute a similar equity award, the Options PRSUs shall be forfeited in their entirety and no distribution or payment of any amount under such PRSUs shall ever be made to the Recipient. For clarity, any PRSUs, assumed, continued or substituted following the Sale Event (that takes place prior to the Vesting Start Date) will be subject to section 2(B) below. (B) Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3, following the Measurement Period, the PRSUs shall vest (that is, the Restricted Date”). The Committee’s determination shall be final and binding on the Recipient. If the Recipient was determined by the Committee as a Specified Employee at any time during such 12-month period ending on the Specified Employee Identification Date, he or she shall be considered a Specified Employee for the 12-month period commencing on the February 1st immediately become vested following the Specified Employee Identification Date (i.e., from February 1st to the following January 31st), even if he or she is no longer employed or engaged by the Company on or after the Specified Employee Identification Date. For the purposes of this section 1(d), a “Specified Employee” shall mean: • the Recipient owns 5% or more of all outstanding Common Stock; • the Recipient owns 1% or more of all outstanding Common Stock and exercisable if: has an annual compensation of more than $150,000; and/or • the Recipient is among the top 50 most highly-compensated officers of the Company and the Subsidiaries forming a controlled group of corporations within the meaning of Code section 1563(a) (based on total W-2 compensation plus elective 401(k) plan deferrals) and has an annual compensation exceeding the indexed dollar limit then in effect pursuant to Treas. Reg. § 1.409A-1(i) promulgated under Code (which is $175,000 for 2018). 4 A “Sale Event” shall mean (i) the Participant’s employment terminates due sale or other disposition of all or substantially all of the assets of the Company or the Subsidiary that employs or engages the Recipient, including a majority or more of all outstanding stock of the Subsidiary, on a consolidated basis to death one or Permanent Disabilitymore unrelated persons or entities, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause Control, or (iii) the sale or other transfer of outstanding Common Stock to one or more unrelated persons or entities (including by way of a merger, reorganization or consolidation in which the outstanding Common Stock are converted into or exchanged for Good Reason. Furthersecurities of the successor entity) where the stockholders of the Company, providedimmediately prior to such sale or other transfer, would not, immediately after such sale or transfer, beneficially own shares representing in the event aggregate more than 50 percent of the Participant’s Retirement, a separate pro-rata portion of each voting shares of the three Tranches acquirer or surviving entity (or its ultimate parent corporation, if any). For the purpose of Options sub-section (to the extent then unvestediii) shall immediately become vestedof this definition, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise voting shares of the Options acquirer or surviving entity (or its ultimate parent, if any) received by stockholders of the Company in exchange for Common Stock shall be counted, and any voting shares of the acquirer or surviving entity (or its ultimate parent, if any) already owned by stockholders of the Company prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) transaction shall be aggregated and shall vest on the first anniversary of the Date of Grantdisregarded.

Vesting. The Options term “vest” as used 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 and become exercisable as follows: one-third : (1/3a) One hundred percent (100%) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and Restricted Stock shall vest on the first anniversary of the Date of Grant, provided that, through such vesting date, the Grantee has (i) remained in continuous Employment as President – Merchandising and Supply Chain (such employment, “Qualifying Service”) and (ii) has not breached the covenants set forth in Section 11 herein. (b) In the event the Grantee’s Qualifying Service is terminated by the Company without Cause, a “Qualifying Termination”): (x) if such Qualifying Termination occurs before August 3, 2019, a pro-rata portion of the Restricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service in the current fiscal quarter of the Company (each, a “Fiscal Quarter”)), will vest in 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 August 3, 2019, any unvested shares of Restricted Stock that are outstanding as of immediately prior to the Qualifying Termination will vest in full on the date of the Grantee’s Qualifying Termination. (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 August 3, 2019, a pro-rata portion of the Restricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service current Fiscal Quarter), will remain outstanding and eligible to vest according to its original vesting schedule set forth in Section 3(a) 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 August 3, 2019, any unvested shares of Restricted Stock that are outstanding as of immediately prior 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) In the event (i) the Restricted Stock (or any portion thereof) is outstanding as of immediately prior to a Change of Control and the Administrator provides for the assumption or continuation of, or the substitution of a substantially equivalent award for, the Restricted Stock (or any portion thereof) in accordance with Section 7(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. The Options shall RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and become exercisable as follows: one-third will be immediately settled in shares of Common Stock and be immediately transferable thereafter (1/3but in any event within 70 days) upon the occurrence of any of the Options following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and become exercisable be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any then-completed year in the performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not then been completed, it will be assumed that the Company achieved “target” performance on each of the first three anniversaries performance measures for such year(s), resulting in the payment of 100% of the Date of Grant (each such one-third (1/3) half of the Options which vest on each total target RSU award amount of this grant relating to such anniversary shall year(s). All RSUs will be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance upon termination of the Employee’s employment with the Plan Employer before the Vesting Date for a reason other than death, Disability or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked retirement from the Date Company upon or after attaining age 62 and 10 Years of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantService.

Vesting. The Options shall Grantee’s outstanding Performance RSUs as performance-adjusted pursuant to the provisions of Section 6 (the Payout Share Units) and related performance-adjusted Dividend Equivalents will vest (that is, become “vested Payout Share Units” and become exercisable as follows: onevested related performance-third (1/3adjusted Dividend Equivalents) upon the earliest to occur of the Options shall vest events set forth in the subclauses below, provided that such Performance RSUs and become exercisable on each related Dividend Equivalents have not been forfeited prior to such vesting event pursuant to any of the first three anniversaries provisions of Section 5 or cancelled as a result of the Date risk performance adjustment provisions of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, Section 6 and remain outstanding at that to the extent then unvested, the Options shall immediately become vested and exercisable iftime: (ia) the Participant’s employment terminates due to death or Permanent Disability1st anniversary of the Award Grant Date in the case of the First Tranche share units and related dividend equivalents, the 2nd anniversary of the Award Grant Date in the case of the Second Tranche share units and related dividend equivalents, the 3rd anniversary of the Award Grant Date in the case of the Third Tranche share units and related dividend equivalents, and the 4th anniversary of the Award Grant Date in the case of the Fourth Tranche share units and related dividend equivalents, as the case may be, or, if later, (b) the date on which the performance adjustment determination pursuant to Section 6 with respect to the applicable Tranche is final (but no later than March 31st of the calendar year in which such anniversary occurs), or, if later, (c) on the date as of which any suspension imposed with respect to those Performance RSUs and related Dividend Equivalents pursuant to Section 5.5 is lifted without forfeiture of such share units and related dividend equivalents and they vest, as applicable; (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of Xxxxxxx’s death, (a) the Participantdate of Xxxxxxx’s Retirementdeath with respect to any Tranche or Tranches as to which the Annual Risk Performance Factor for such Tranche is determined effective as of the time of Xxxxxxx’s death pursuant to Section 6.4(a)(i) or was previously determined prior to Xxxxxxx’s death pursuant to Section 6.4(b), and (b) with respect to the Tranche, if any, for which the Annual Risk Performance Factor is determined after Xxxxxxx’s death pursuant to Section 6.4(a)(ii), at the same time and in the same manner as provided in Section 7.1(i)(a) or (b), as applicable, had Grantee remained an employee of the Corporation; and (iii) the end of the day immediately preceding the day a separate pro-rata Change of Control occurs. Performance RSUs and related Dividend Equivalents (1) that have been forfeited by Grantee pursuant to the service requirements or conduct or other provisions of Section 5 or (2) that are part of the portion of each a Tranche of Performance RSUs and related Dividend Equivalents that has been cancelled as a result of the three Tranches risk performance-adjustment provisions of Options Section 6 where the Payout Percentage for that Tranche was less than 100.00% or (3) that have been cancelled as a result of the application, pursuant to the extent then unvested) shall immediately become vestedprovisions of Section 6, basedof a Payout Percentage of 0.00% to the Tranche to which they relate, are not eligible for each Tranchevesting, will not settle, and will be cancelled without payment of any consideration by PNC. The period during which Dividend Equivalents will accrue with respect to an applicable Tranche of Performance RSUs will end, and such Dividend Equivalents will cease to accrue, on the vesting date for such Tranche of Performance RSUs in accordance with Section 7.1 or on the cancellation date for such Performance RSUs in accordance with Section 5 or Section 6, as applicable. Outstanding accrued performance-adjusted Dividend Equivalents that vest in connection with the vesting of the outstanding performance-adjusted Performance RSUs to which they relate (that is, the amount of dividend equivalents for the period from the Award Grant Date through the vesting date on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which related Performance RSUs that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion Payout Share Units and vest) will be settled and paid out in accordance with Sections 7.2 and 7.3. Accrued Dividend Equivalents that vests shall only become exercisable fail to vest will be cancelled on the cancellation date each such Tranche would have otherwise become vested under for the schedule described above Performance RSUs to which they relate in this accordance with Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences5 or Section 6, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantas applicable.

Vesting. The Options Share Units, if any, credited to your Account in accordance with Section 1 above shall be subject to the following vesting schedule: (i) One-third of the Share Units shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the following dates (subject to such rounding conventions as may be implemented from time to time by Teradata’s third party Plan administrator): (A) the Crediting Date, (B) the first three anniversaries anniversary of the Crediting Date, and (C) the second anniversary of the Crediting Date of Grant (each such onea “Vesting Date”), provided that you are continuously employed by Teradata until the applicable Vesting Date. (ii) If you cease to be employed by Teradata due to (A) your death, or (B) your Disability (defined by reference to Teradata’s long-third (1/3) term disability plan that covers you), in either case after the end of the Options Performance Period but prior to a Vesting Date, then the Share Units shall become fully vested upon such termination. (iii) If you cease to be employed by Teradata prior to a Change in Control due to (A) your Retirement (defined as termination by you of your employment with Teradata at or after age 55 with the consent of the Committee); or (B) a reduction-in-force, in either case after the end of the Performance Period but prior to a Vesting Date, then a portion of the Share Units credited to your Account that have not yet vested shall become fully vested upon such termination, determined by multiplying (I) the number of unvested Share Units credited to your Account on the date of termination that would have vested on the next Vesting Date had you remained employed with Teradata through such date, by (II) a fraction, the numerator of which vest on each is the number of full and partial months of employment you completed commencing with the Vesting Date that occurred immediately prior to your termination, and the denominator of which is 12 months (subject to such anniversary rounding conventions as may be implemented from time-to-time by Teradata’s third party Plan administrator); provided that if your termination occurs during the period commencing immediately after the end of the Performance Period but prior to the Crediting Date, the fraction described above shall be referred deemed to herein as be 12/12. For purposes of determining any pro rata vesting of your Share Units, your period of employment with Teradata shall not include any leave of absence, other than an approved leave of absence from which Teradata reasonably expects that you will return to perform services for Teradata. The remaining number of Share Units shall be forfeited without further action or notice. (iv) If a “Tranche”Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Share Units are not assumed, converted or replaced by the continuing entity, then the Share Units shall vest upon the Change in Control. (v) unless previously vested If a Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Share Units are assumed, converted or forfeited replaced by the continuing entity, then the Share Units shall continue to vest in accordance with the Plan or this AgreementSection 3(a)(i); provided, however, that if you cease to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates be employed by Teradata due to death or Permanent (A) termination of your employment by Teradata without Cause, (B) termination of your employment with Teradata on account of death, Disability, or Retirement, or a reduction-in-force, or (iiC) if you are a participant in the Participant’s employment terminates within two years after Teradata Change in Control Severance Plan, a Teradata Severance Policy or a similar arrangement that defines “Good Reason” in the context of a resignation following a Change in Control without Cause or (a “CIC Plan”), termination of your employment with Teradata for “Good Reason. Further, provided, ” as defined in the event of CIC Plan within the Participant’s Retirement, a separate protwo-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, year period commencing on the number of months worked from Change in Control, then the Date of Grant until the date of Retirement divided by the total number of months for which Share Units credited to your Account that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become not yet vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantin full upon such termination.

Vesting. The Options shall vest This option is only exercisable before it expires and become exercisable then only with respect to the vested portion of this option. Subject to the preceding sentence, you may exercise this option, in whole or in part, to purchase a whole number of vested shares not less than 100 shares, unless the number of shares purchased is the total number available for purchase under this option, by following the procedures set forth in the Plan and below in this Agreement. Your right to purchase shares of Stock under this option vests as follows: to one-third fourth (1/31/4) of the Options total number of shares covered by this option, as shown on the cover sheet, on the one-year anniversary of the Vesting Start Date (“Anniversary Date”), provided you then continue in Service. Thereafter, for each such vesting date that you remain in Service, the number of shares of Stock which you may purchase under this option shall vest at the rate of one-fourth (1/4) per year as of each Anniversary Date. The resulting aggregate number of vested shares will be rounded to the nearest whole number, and become exercisable on each you cannot vest in more than the number of shares covered by this option. Notwithstanding the exercise periods described above, if (a) a transaction is made and consummated involving the sale of all or substantially all of the first three anniversaries Company’s assets, or the sale of a majority of its outstanding shares, whether by way of merger, consolidation, business combination or otherwise; (b) a tender offer or exchange offer is made and consummated in a transaction for the ownership of securities of the Date of Grant (each such one-third (1/3) Company representing more than 50 percent of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”combined voting power of the Company’s then outstanding voting securities; (c) unless previously vested or forfeited in accordance you terminate your employment with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or Company for Good Reason. Further; (d) the Company terminates your employment without Cause; or (e) your Service terminates because of your death or Disability (as defined below), provided, then your vesting rights under this Agreement shall be immediately accelerated and you (or your estate or heirs in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (your death) shall be immediately entitled to exercise all option rights granted under this Agreement to the extent not then unvested) exercisable and not yet canceled or terminated; provided that such option rights must be exercised, if at all, within ten years from the Effective Date. [Any transaction of the type described in either of clause “(a)” or clause “(b)” above shall immediately become hereinafter be referred to as a “Change of Control Transaction”]. Upon termination of your Service, including Service credited during the period of any non-competition covenant with the Company, this option will terminate to the extent it is not vested, based, for each Tranche, . Your option will expire in any event at the close of business at Company headquarters on the number of months worked from day before the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first 10th anniversary of the Date Grant Date, as shown on the cover sheet. You may exercise the vested portion of Grantyour option at any time prior to that expiration date. In the event of your death, your estate or heirs may exercise the vested portion of your option at any time prior to that expiration date.

Vesting. The Options (a) Subject to Section 5 hereof, the Option shall vest and become exercisable as follows: upon the occurrence of the conditions set forth below: (i) This Option shall become vested with respect to one-third (1/3) of the Options total number of Shares described in Section 1 hereof on the first anniversary of the Grant Date and thereafter shall vest and become exercisable on each upon the achievement of the First Target Stock Price (for the avoidance of doubt, if the First Target Stock Price is achieved after the Grant Date but before the first three anniversaries anniversary of the Date Grant Date, such one-third of the Option shall become immediately exercisable upon the first anniversary of the Grant Date); (each such ii) This Option shall become vested with respect to an additional one-third (1/3) of the Options which vest total number of Shares described in Section 1 hereof on each the second anniversary of the Grant Date and thereafter shall become exercisable upon the achievement of the Second Target Stock Price (for the avoidance of doubt, if the Second Target Stock Price is achieved after the Grant Date but before the second anniversary of the Grant Date, such additional one-third of the Option shall become immediately exercisable upon the second anniversary of the Grant Date); and (iii) This Option shall be referred to herein as a “Tranche”) unless previously become vested or forfeited in accordance with the Plan or this Agreement; provided, however, that respect to the extent then unvested, the Options shall immediately become vested and exercisable if: final one-third (i1/3) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable Shares described in Section 1 hereof on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first third anniversary of the Grant Date and thereafter shall become exercisable upon the achievement of Grantthe Third Target Stock Price (for the avoidance of doubt, if the Third Target Stock Price is achieved after the Grant Date but before the third anniversary of the Grant Date, such final one-third of the Option shall become immediately exercisable upon the third anniversary of the Grant Date). (b) Notwithstanding the vesting schedule set forth in Section 3(a), this Option shall become immediately vested and exercisable as to any Shares that have not otherwise vested as of a Change of Control of the Company (as defined below). (c) For purposes of this Option, the following terms shall have the following meanings:

Vesting. The Options Share Units, if any, credited to your Account in accordance with Section 1 above shall be subject to the following vesting schedule: (i) One-third of the Share Units shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the following dates (subject to such rounding conventions as may be implemented from time to time by Teradata’s third party Plan administrator): (A) the Crediting Date, (B) the first three anniversaries anniversary of the Crediting Date, and (C) the second anniversary of the Crediting Date of Grant (each such onea “Vesting Date”), provided that you are continuously employed by Teradata until the applicable Vesting Date. (ii) If you cease to be employed by Teradata due to (A) your death, or (B) your Disability (defined by reference to Teradata’s long-third (1/3) term disability plan that covers you), in either case after the end of the Options Performance Period but prior to a Vesting Date, then the Share Units shall become fully vested upon such termination. (iii) If you cease to be employed by Teradata prior to a Change in Control due to your Retirement (defined as termination by you of your employment with Teradata at or after age 55 with the consent of the Committee) after the end of the Performance Period but prior to a Vesting Date, then a portion of the Share Units credited to your Account that have not yet vested shall become fully vested upon such termination, determined by multiplying (I) the number of unvested Share Units credited to your Account on the date of termination that would have vested on the next Vesting Date had you remained employed with Teradata through such date, by (II) a fraction, the numerator of which vest on each is the number of full and partial months of employment you completed commencing with the Vesting Date that occurred immediately prior to your termination, and the denominator of which is 12 months (subject to such anniversary rounding conventions as may be implemented from time-to-time by Teradata’s third party Plan administrator); provided that if your termination occurs during the period commencing immediately after the end of the Performance Period but prior to the Crediting Date, the fraction described above shall be referred deemed to herein as be 12/12. For purposes of determining any pro rata vesting of your Share Units, your period of employment with Teradata shall not include any leave of absence, other than an approved leave of absence from which Teradata reasonably expects that you will return to perform services for Teradata. The remaining number of Share Units shall be forfeited without further action or notice. (iv) If a “Tranche”Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Share Units are not assumed, converted or replaced by the continuing entity, then the Share Units shall vest upon the Change in Control. (v) unless previously vested If a Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Share Units are assumed, converted or forfeited replaced by the continuing entity, then the Share Units shall continue to vest in accordance with the Plan or this AgreementSection 2(a)(i); provided, however, that if you cease to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates be employed by Teradata due to death or Permanent (A) termination of your employment by Teradata without Cause, (B) termination of your employment with Teradata on account of death, Disability, or or Retirement, or (iiC) if you are a participant in the Participant’s employment terminates within two years after Teradata Change in Control Severance Plan, a Teradata Severance Policy or a similar arrangement that defines “Good Reason” in the context of a resignation following a Change in Control without Cause or (a “CIC Plan”), termination of your employment with Teradata for “Good Reason. Further, provided, ” as defined in the event of CIC Plan within the Participant’s Retirement, a separate protwo-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, year period commencing on the number of months worked from Change in Control, then the Date of Grant until the date of Retirement divided by the total number of months for which Share Units credited to your Account that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become not yet vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantin full upon such termination.

Vesting. The Options Share Units, if any, credited to your Account in accordance with Section 1 above shall be subject to the following vesting schedule: (i) One-third of the Share Units shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the following dates (subject to such rounding conventions as may be implemented from time to time by Teradata’s third party Plan administrator): (A) the Crediting Date, (B) the first three anniversaries anniversary of the Crediting Date, and (C) the second anniversary of the Crediting Date of Grant (each such onea “Vesting Date”), provided that you are continuously employed by Teradata until the applicable Vesting Date. (ii) If you cease to be employed by Teradata due to (A) your death, or (B) your Disability (defined by reference to Teradata’s long-third (1/3) term disability plan that covers you), in either case after the end of the Options Performance Period but prior to a Vesting Date, then the Share Units shall become fully vested upon such termination. (iii) If you cease to be employed by Teradata prior to a Change in Control due to (A) your Retirement (defined as termination by you of your employment with Teradata at or after age 55 with the consent of the Committee); or (B) a reduction-in-force, in either case after the end of the Performance Period but prior to a Vesting Date, then a portion of the Share Units credited to your Account that have not yet vested shall become fully vested upon such termination, determined by multiplying (I) the number of unvested Share Units credited to your Account on the date of termination that would have vested on the next Vesting Date had you remained employed with Teradata through such date, by (II) a fraction, the numerator of which vest on each is the number of full and partial months of employment you completed commencing with the Vesting Date that occurred immediately prior to your termination, and the denominator of which is 12 months (subject to such anniversary rounding conventions as may be implemented from time-to-time by Teradata’s third party Plan administrator); provided that if your termination occurs during the period commencing immediately after the end of the Performance Period but prior to the Crediting Date, the fraction described above shall be referred deemed to herein as be 12/12. For purposes of determining any pro rata vesting of your Share Units, your period of employment with Teradata shall not include any leave of absence, other than an approved leave of absence from which Teradata reasonably expects that you will return to perform services for Teradata. The remaining number of Share Units shall be forfeited without further action or notice. (iv) If a “Tranche”Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Share Units are not assumed, converted or replaced by the continuing entity, then the Share Units shall vest upon the Change in Control. (v) unless previously vested If a Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Share Units are assumed, converted or forfeited replaced by the continuing entity, then the Share Units shall continue to vest in accordance with the Plan or this AgreementSection 2(a)(i); provided, however, that if you cease to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates be employed by Teradata due to death or Permanent (A) termination of your employment by Teradata without Cause, (B) termination of your employment with Teradata on account of death, Disability, or Retirement, or a reduction-in-force, or (iiC) if you are a participant in the Participant’s employment terminates within two years after Teradata Change in Control Severance Plan, a Teradata Severance Policy or a similar arrangement that defines “Good Reason” in the context of a resignation following a Change in Control without Cause or (a “CIC Plan”), termination of your employment with Teradata for “Good Reason. Further, provided, ” as defined in the event of CIC Plan within the Participant’s Retirement, a separate protwo-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, year period commencing on the number of months worked from Change in Control, then the Date of Grant until the date of Retirement divided by the total number of months for which Share Units credited to your Account that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become not yet vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantin full upon such termination.

Vesting. The Options Subject to the provisions contained herein, your option will vest as provided in your Grant Notice. Vesting will cease upon the termination of your Continuous Service. Notwithstanding the foregoing, the following provisions shall vest apply: (a) In the event your Continuous Service is terminated due to your Disability, then the vesting and become exercisable 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 follows: oneis determined by the Board) after the date of such termination. (b) 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-third six (1/336) months (or such lesser period of time as is determined by the Board) after the date of such termination. (c) In the event of either a Change in Control or a Corporate Transaction that is not a license, and you have not terminated your Continuous Service prior to the effective date of the Options shall vest Change in Control or Corporate Transaction, then the vesting and become exercisable on each exercisability of your option will be accelerated in full upon the first three anniversaries effective date of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested Change in Control or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if:Corporate Transaction. (i) If any payment or benefit you would receive from the Participant’s Company or otherwise in connection with a Change in Control or other similar transaction (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of 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) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into 1. account all applicable federal, state and local employment terminates due 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 the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to death or Permanent Disabilitythe Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, orthe reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (ii) Notwithstanding the Participant’s employment terminates foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the 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 two years after 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 Company for general tax compliance purposes as of the day prior to the effective date of a Change in Control without Cause triggering the Payment shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for Good Reasonthe individual, entity or group effecting a Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. FurtherThe 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, providedtogether with detailed supporting documentation, in to you and the event 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 Reduced Amount was determined pursuant to clause (x) of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application paragraph of this Section 4(a1(c) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you shall be aggregated and shall vest on promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first anniversary paragraph of this Section 1(c)) so that no portion of the Date remaining Payment is subject to the Excise Tax. For the avoidance of Grantdoubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section 1(c), you shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Vesting. The Options Subject to the provisions of Sections 3(b) through 3(e) hereof, this Option shall vest and become exercisable as follows: one-third (1/3) , subject to the Participant’s continued service with the Company or its Subsidiaries as of the Options date on which the applicable stock price thresholds stated below are achieved (determined in accordance with the “Stock Price Measurement Standard” (as defined below)): (i) 50% of the Option Shares shall vest and become exercisable on each upon the Common Stock achieving a stock price threshold of $[insert Tranche One threshold stock price as determined by the Compensation and Benefits Committee] per share (“Tranche One”), and (ii) the remaining 50% of the first three anniversaries Option Shares shall vest and become exercisable upon the Common Stock achieving a stock price threshold of $[insert Tranche Two threshold stock price as determined by the Compensation and Benefits Committee] per share (“Tranche Two”). For purposes hereof, achievement of the Date of Grant (each such one-third (1/3) applicable stock price thresholds will be measured based on the average of the Options which vest per share closing prices of the Common Stock for any thirty (30) consecutive trading days; provided that such average must be in respect of a thirty (30) consecutive trading day period commencing on each such or after the six (6)-month anniversary of the Grant Date specified above (the “Stock Price Measurement Standard”). For the avoidance of doubt, in no event shall any portion of this Option become vested or exercisable prior to the six (6)-month anniversary of the Grant Date specified above, except as provided in Sections 3(c) and 3(d) hereof. In addition, there shall be referred no proportionate or partial vesting in the periods prior to herein the applicable stock price thresholds being achieved as a “Tranche”) unless previously vested or forfeited provided above, and all vesting shall occur only at such time as the applicable stock price thresholds have been achieved in accordance with the Plan or this Agreement; providedforegoing, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (iexcept as provided in Sections 3(b) the Participant’s employment terminates due to death or Permanent Disability, or (iithrough 3(d) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reasonhereof. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application Upon expiration of this Section 4(a) Option, this Option shall be aggregated cancelled and shall vest on the first anniversary of the Date of Grantno longer exercisable.

Vesting. 3.1 The Options Award covered by this grant shall vest become unrestricted and become exercisable as follows: one-fully vested on the third (1/33rd) anniversary of the Options shall vest date of option grant, and become exercisable on each then being one hundred percent (100%) vested, provided the Participant is then employed by the Company and/or one of its Subsidiaries or serves as a director of the first three anniversaries Company and/or one of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if:its Subsidiaries. (i) 3.2 If the Participant’s employment with the Company and/or its Subsidiaries terminates for any reason (other than due to death or Permanent Disability, or Retirement or death) prior to the vesting of all or any portion of the Award covered by this Agreement, such unvested Award shall immediately be cancelled and the Participant (ii) and the Participant’s employment terminates within two years after a Change in Control without Cause estate, designated beneficiary or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvestedother legal representative) shall immediately become vested, based, for each Tranche, on forfeit any rights or interests in and with respect to any such unvested Award. The Board or the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee mayCommittee, in its sole discretion, waive may determine, prior to or within ninety (90) days after the date of any requirement for vesting such termination, that all or a portion of the Participant’s unvested Award shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries terminates due to the Participant's death, Disability or Retirement, the Participant shall become 100% vested in the Award granted under this Agreement as of the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability as defined in the Participant’s then remaining effective employment agreement, or if the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and permitprocedures similar to those under the Company’s long-term disability plan, for a specified period of time consistent with if any. Subject to the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be aggregated total and shall vest on permanent by a physician selected in good faith by the first anniversary of the Date of GrantCompany.

Vesting. The Options (a) So long as the Grantee continues to be Employed through the applicable vesting date, the Restricted Stock shall vest and become exercisable as follows: to one-third (1/3) of such Shares on each of the Options third, fourth and fifth anniversaries of the Effective Date. (b) Notwithstanding the foregoing, if the Grantee’s Employment is terminated without Cause by the Company Group or by the Grantee for Good Reason, the Restricted Stock shall vest and become exercisable vested, to the extent not previously vested, as of immediately prior to such termination: (i) if such termination occurs at least six months after the Effective Date but prior to the first anniversary of the Effective Date, with respect to 20% of the Restricted Stock; or (ii) if such termination occurs on or after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date, with respect to the total percentage of the Restricted Stock that would have been vested as of such termination date, if the Restricted Stock had originally vested with respect to 20% of such Shares on each of the first three five anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this AgreementEffective Date; provided, however, that in any event, if such termination occurs on or subsequent to the first date, following an Initial Public Offering (as defined in the Stockholder’s Agreement), on which the Sponsors, collectively, are the Beneficial Owners of less than 40% of the aggregate number of shares of Common Stock of which the Sponsors, collectively, are the Beneficial Owners as of the Grant Date, then the Restricted Stock shall become vested, to the extent then unvestednot previously vested, with respect to 100% of the Options shall immediately become vested and exercisable if:Restricted Stock. (ic) the Participant’s employment terminates due to death Notwithstanding any of Section 3(a) or Permanent Disability(b) above, or (ii) the Participant’s employment terminates within two years after upon a Change in of Control without Cause or for Good Reason. Further, provided, in on a date when the event Grantee is Employed with any member of the Participant’s Retirement, a separate pro-rata portion of each Company Group (disregarding any termination occurring on the date of the three Tranches Change of Options (Control), any then-outstanding and unvested Restricted Stock shall automatically become vested, to the extent then unvested) shall immediately become not previously vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise respect to 100% of the Options Restricted Stock immediately prior to the satisfaction Change of such requirement. Control. (d) Any fractional Options Shares that would result from application of become vested pursuant to this Section 4(a) 3 shall be aggregated and shall vest on referred to as “Vested Restricted Stock.” (e) Subject to the first anniversary provisions of Section 3(b) above, if the Grantee’s employment with the Company Group is terminated for any reason by the Company or any member of the Date of GrantCompany Group, or by the Grantee, any Restricted Stock that has not yet become Vested Restricted Stock at such time shall be forfeited by the Grantee without consideration therefor.

Vesting. The Options (a) So long as the Grantee continues to be Employed through the applicable vesting date, the Restricted Stock shall vest as to 25% of such Shares on each of April 1, 2015, April 1, 2016, April 1, 2017 and April 1, 2018. (b) Notwithstanding the foregoing, if the Grantee’s Employment is terminated without Cause by the Company Group or by the Grantee for Good Reason, the Restricted Stock shall become exercisable vested, to the extent not previously vested, as followsof immediately prior to such termination: one-third (1/3i) if such termination occurs at least six months after the Effective Date but prior to the first anniversary of the Options shall vest and become exercisable Effective Date, with respect to 25% of the Restricted Stock; or (ii) if such termination occurs on or after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date, with respect to the total percentage of the Restricted Stock that would have been vested as of such termination date, if the Restricted Stock had originally vested with respect to 25% of such Shares on each of the first three four anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this AgreementEffective Date; provided, however, that in any event, if such termination occurs on or subsequent to the first date, following an Initial Public Offering (as defined in the Stockholder’s Agreement), on which the Sponsors, collectively, are the Beneficial Owners of less than 40% of the aggregate number of shares of Common Stock of which the Sponsors, collectively, are the Beneficial Owners as of the Grant Date, then the Restricted Stock shall become vested, to the extent then unvestednot previously vested, with respect to 100% of the Options shall immediately become vested and exercisable if:Restricted Stock. (ic) the Participant’s employment terminates due to death Notwithstanding any of Section 3(a) or Permanent Disability(b) above, or (ii) the Participant’s employment terminates within two years after upon a Change in of Control without Cause or for Good Reason. Further, provided, in on a date when the event Grantee is Employed with any member of the Participant’s Retirement, a separate pro-rata portion of each Company Group (disregarding any termination occurring on the date of the three Tranches Change of Options (Control), any then-outstanding and unvested Restricted Stock shall automatically become vested, to the extent then unvested) shall immediately become not previously vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise respect to 100% of the Options Restricted Stock immediately prior to the satisfaction Change of such requirement. Control. (d) Any fractional Options Shares that would result from application of become vested pursuant to this Section 4(a) 3 shall be aggregated and shall vest on referred to as “Vested Restricted Stock.” (e) Subject to the first anniversary provisions of Section 3(b) above, if the Grantee’s employment with the Company Group is terminated for any reason by the Company or any member of the Date of GrantCompany Group, or by the Grantee, any Restricted Stock that has not yet become Vested Restricted Stock at such time shall be forfeited by the Grantee without consideration therefor.

Vesting. The Options (a) Subject to the terms of this Section 3 and the terms of Appendix A, which is incorporated by reference herein, the Performance Share Units shall vest and become exercisable as follows: one-third (1/3) vested upon satisfaction of the Options Performance Goals and terms as set forth in Appendix A to this Award Agreement. The Committee shall determine whether such Performance Goals have been satisfied. (b) If the vesting terms set forth in Appendix A would produce fractional Performance Share Units, the number of Performance Share Units that vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred rounded down to herein as the nearest whole Performance Share Unit. (c) Notwithstanding anything to the contrary contained in a written employment agreement, severance agreement, change of control agreement or other agreement entered into by and between the Participant and the Employer, this Section 3(c) shall apply in the event of a Change of Control before the Vesting Date (a “TrancheQualifying Change of Control”) unless previously vested or forfeited in accordance with and while the Plan or this Agreement; provided, however, that Participant continues to be employed by the extent then unvested, the Options shall immediately become vested and exercisable if:Employer. (i) the Participant’s employment terminates due Effective as of immediately prior to death or Permanent Disabilitya Qualifying Change of Control, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (but subject to the extent then unvested) shall immediately become vestedoccurrence of such Change of Control, based, for each Tranche, on the number of months worked Performance Share Units eligible to be vested shall be equal to the greater of the number of shares of Common Stock under the (i) the Target Award multiplied by a fraction, the numerator of which is the number of days elapsed from the Date of Grant until to the date of Retirement divided the Qualifying Change of Control, and the denominator of which is the number of days in the Performance Period, and (ii) the Share Payout as a Percentage of Target Award as determined by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested Committee under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding terms of Appendix A through the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options latest practicable date prior to the satisfaction such Change of such requirementControl. Any fractional Options that would result from application For purposes of this Section 4(a) 3(c)(i), the Company Relative TSR Percentile Rank shall be aggregated and shall vest determined by reference to the Company’s average relative TSR rank on the first anniversary thirty (30) consecutive trading days immediately preceding the Qualifying Change of Control. The number of Performance Share Units determined in accordance with this Section 3(c)(i) is referred to as the Date “Change of GrantControl Adjusted Performance Share Units”. (ii) The Change of Control Adjusted Performance Share Units shall become vested on a Qualifying Change of Control and paid as soon as administratively practicable (but no later than thirty (30) days) following the occurrence of such Change of Control if a replacement or substitute award meeting the requirements of this Section 3(c)(ii) is not provided to the Participant in respect of such Performance Share Units. An award meeting the requirements of this Section 3(c)(ii) is referred to below as a “Replacement Award”. An award shall qualify as a Replacement Award if:

Vesting. (a) The Options vesting of the Vesting Eligible Units determined pursuant to Section 2 shall be subject the Grantee’s Continuous Service through December 31, 2026 (the “Final Vesting Date”). Except as otherwise provided in Sections 3(b) and 3(c) below, if the Grantee’s Continuous Service terminates prior to the Final Vesting Date, then all Stock Units subject to this Award that remain unvested at such time, including Stock Units that do not vest pursuant to Section 3(b) or Section 3(c), shall automatically and become exercisable immediately be forfeited by the Grantee without consideration therefor. (b) If the Grantee’s Continuous Service terminates due to a Terminating Event that occurs prior to the Final Vesting Date, then, except as follows: set forth in Section 3(c) below, on the date of such Terminating Event, for each Performance Period that is completed as of the date of the Terminating Event, the number of Stock Units that will be eligible to vest (the “Termination Vesting Units”) will be equal to (i) one-third (1/3) of the Options shall vest and become exercisable on each of Target Stock Units, multiplied by (ii) the first three anniversaries of Achievement Percentage determined by the Date of Grant (each Committee for such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited Performance Period in accordance with Section 2(a) hereof, and the Plan or this Agreement; provided, however, that to the extent then unvested, the Options resulting Termination Vesting Units shall immediately vest as of the date of such Terminating Event. No Stock Units will become vested and exercisable if: Termination Vesting Units with respect to any Performance Period that is in progress or has not yet commenced at the time of the Terminating Event. Within thirty (30) days following the date of such Terminating Event, (i) the ParticipantCompany will issue to the Grantee a number of shares of Stock equal to the number of Termination Vesting Units determined pursuant to this Section 3(b), and (ii) all remaining Stock Units shall be canceled; provided that any Stock Units held by the Grantee that do not become Termination Vesting Units in accordance with this Section 3(b) shall remain outstanding and eligible to vest pursuant to Section 3(c) in the event that a Change in Control occurs within two (2) months following the Terminating Event and such Terminating Event is also determined to be a Change in Control Terminating Event; and provided further that if no Change in Control occurs within such period, then all remaining unvested Stock Units will be cancelled on the two (2) month anniversary of the Terminating Event. (c) If the Grantee’s employment Continuous Service terminates due to death a Change in Control Terminating Event that occurs prior to the Final Vesting Date, then the Vesting Eligible Units, determined in accordance with Section 2(b), shall immediately vest as of the later of (i) the date of such Change in Control Terminating Event or Permanent Disability, or (ii) the Participantdate of the Change in Control; provided that if a portion of the Grantee’s employment terminates Stock Units vested pursuant to Section 3(b) due to a Terminating Event that occurred within two years after a (2) months prior to the Change in Control, then the number of additional Vesting Eligible Units that shall vest upon the Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (shall be equal to the extent then unvestedpositive difference of (A) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date Vesting Eligible Units determined as of Grant until the date of Retirement divided by the total Change in Control in accordance with Section 2(b), minus (B) the number of months for which Termination Vesting Units that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each previously vested pursuant to Section 3(b) upon such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such RetirementTerminating Event. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.Within thirty |

Vesting. The Subject to the Optionee’s not having a Termination of Relationship and except as otherwise set forth in Section 7, the Options shall vest become non-forfeitable and exercisable (any Options that shall have become non-forfeitable and exercisable as follows: onepursuant to Section 4, the “Vested Options”) according to the following provisions: (a) Time-third Based Options. (1/3i) Twenty-five percent (25%) of the Time-Based Options shall vest and become exercisable Vested Options on each of the first three four anniversaries of the Grant Date (each, a “Vesting Date”), subject to the Optionee’s continued employment with the Company through the applicable Vesting Date. (ii) Notwithstanding Section 4(a)(i), in the event of Grant (A) a Change of Control, each outstanding Time-Based Option which has not theretofore become a Vested Option pursuant to Section 4(a)(i) shall become a Vested Option concurrently with consummation of such event, and (B) a Termination of Relationship as a result of the Optionee’s death, Disability, or Retirement (each, a “Special Termination”), the installment of Time-Based Options scheduled to vest during the 12-month period immediately following such Special Termination shall become Vested Options, and the remaining Time-Based Options which are not then Vested Options shall be forfeited. (b) Performance-Based Options. (i) Twenty-five percent (25%) of the Performance-Based Options shall become Vested Options on each Vesting Date, subject to the Optionee’s continued employment with the Company through the applicable Vesting Date and the achievement of the applicable EBIT performance target for the applicable fiscal year of the Company ending immediately prior to the applicable Vesting Date (each such one-third fiscal year, a “Fiscal Year”, and each such EBIT performance target, an “EBIT Target”, all as set forth on Schedule 1 to this Agreement). (1/3ii) Notwithstanding Section 4(b)(i), but, except as otherwise provided in Section 4(b)(ii)(E) below, subject to the Optionee’s continued employment with the Company through the applicable vesting event: (A) in the event that the EBIT Target is not achieved for any particular Fiscal Year set forth on Schedule 1 to this Agreement (other than the 2010 Fiscal Year) (any such Fiscal Year, a “Missed Year”), if the cumulative EBIT earned as of the end of any subsequent Fiscal Year equals or exceeds the Cumulative EBIT Target (as set forth on Schedule 1 to this Agreement) for such subsequent Fiscal Year (any such Fiscal Year, a “Catch-up Year”), then all installments of Performance-Based Options that did not become vested in respect of any Missed Year will nevertheless become Vested Options on the same date that the installment of Performance-Based Options that otherwise vests in respect of such Catch-up Year pursuant to this Section 4(b) (see the attached Schedule 2 for an example hereof); (B) upon the consummation of a Return-Based Vesting Event (as defined below), all then-unvested Performance-Based Options shall become Vested Options concurrently with the consummation of such event; (C) upon the consummation of a Qualified Partial Liquidity Event (as defined below), a portion of the then-unvested Performance-Based Options (in the order set forth below) shall become Vested Options concurrently with the consummation of such event, such that the total percentage of Performance-Based Options that have become Vested Options immediately after the consummation of such Qualified Partial Liquidity Event shall, after taking into account any Performance-Based Options that had become Vested Options pursuant to any other provision of Section 4(b) prior to such Qualified Partial Liquidity Event, be equal to the Partial Liquidity Vesting Percentage (as defined below) (see the attached Schedule 2 for an example hereof); (D) upon the occurrence, prior to the conclusion of the Company’s 2010 Fiscal Year, of a Change of Control that is not a Return-Based Vesting Event, a percentage of the then-unvested Performance-Based Options which vest would have been eligible for vesting based on each EBIT performance for the Fiscal Year during which the Change in Control occurs and those eligible for any subsequent Fiscal Years, equal to (x) 100% multiplied by (y) a quotient, the numerator of which is the aggregate number of Performance-Based Options that previously became Vested Options prior to the Fiscal Year in which such anniversary Change of Control occurs, and the denominator of which is the aggregate number of Performance-Based Options that were eligible to become Vested Options if all EBIT Targets were achieved prior to the Fiscal Year during with the Change in Control occurs, shall be referred to herein as become Vested Options concurrently with consummation of such a Change of Control (see the attached Schedule 2 for an example hereof); and (E) in the event of a Special Termination, all installments of unvested Performance-Based Options that would have vested during the 12-month period immediately following such Special Termination (the “TrancheSpecial Termination Vesting Period”) unless previously vested or forfeited in accordance with the Plan other provisions of this Section 4(b) if no such termination had occurred during such period (including in the event that any such installments would have vested based on (x) the achievement of the Cumulative EBIT Target for the Fiscal Year immediately following the Fiscal Year in which the Special Termination occurs in accordance with Section 4(b)(ii)(A), or this Agreement(y) the occurrence during the Special Termination Vesting Period of a Return-Based Vesting Event, a Qualified Partial Liquidity Event or a Change of Control that is not a Return-Based Vesting Event, in accordance with Section 4(b)(ii)(B), Section 4(b)(ii)(C), or Section 4(b)(ii)(D), respectively) shall become Vested Options on the applicable Vesting Date(s) that occur during the Special Termination Vesting Period (see the attached Schedule 2 for an example hereof). For purposes of Section 4(b)(ii)(C) above, the then-unvested Performance-Based Options shall become Vested Options in the manner set forth therein, in the following order, to the extent applicable: first, any then-unvested Performance-Based Options from any prior Missed Years (beginning with the earliest Missed Year and each subsequent Missed Year); second, the then-unvested Performance-Based Options eligible for vesting based on EBIT performance for the Fiscal Year in which the Qualified Partial Liquidity Event occurs; and third, any then-unvested Performance-Based Options eligible for vesting based on EBIT performance for the Fiscal Year immediately subsequent to the Fiscal Year in which the Qualified Partial Liquidity Event occurs and each subsequent Fiscal Year. (c) Except as otherwise provided above with respect to a Special Termination, upon a Termination of Relationship for any reason, the unvested portion of the Option (i.e., that portion which does not constitute Vested Options) shall terminate and cease to be outstanding on the date the Termination of Relationship occurs and shall no longer be eligible to become Vested Options, provided, however, that to if upon the extent then unvesteddate the Termination of Relationship occurs, the Options shall Committee is unable to determine if the EBIT Target for the Fiscal Year immediately become vested and exercisable if: (i) preceding the Participant’s employment terminates due to death or Permanent Disabilityyear in which the Termination of Relationship occurs has been met, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event any unvested portion of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options Option that could vest based upon such determination shall not terminate until such determination is made (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on if the first anniversary of the Date of Grantapplicable EBIT Target is achieved in accordance with Section 4(6)(ii) above)).

Vesting. The Options shall Restricted Shares that have not previously been forfeited will vest in the numbers and become exercisable as follows: one-third (1/3) on the dates specified in the Vesting Schedule at the beginning of this Agreement. In addition, the Restricted Shares that have not previously vested or been forfeited will vest immediately upon the first to occur of the Options following events: (i) death of the Employee; (ii) Total Disability of the Employee; and, (iii) a Change of Control as defined in the Plan. Notwithstanding the foregoing, the number of Restricted Shares vesting on each date specified in the Vesting Schedule at the beginning of this Agreement may be reduced based upon the relationship of the Company’s actual fully-diluted earnings-per-share (“EPS”) for 2012 to budgeted EPS for 2012 and the achievement of positive net income for 2012, as specifically set forth on Exhibit A attached hereto, as such targets may be amended from time-to-time by the Board. The Committee shall vest determine whether the performance hurdle was achieved as promptly as practicable following review of the Company’s audited fiscal 2012 financial results. In the event that a reduction is applied to the Vesting Schedule at the beginning of this Agreement (a) such a reduction shall occur immediately upon determination by the Committee that the performance hurdle was not achieved and become exercisable (b) if such reduction would cause the number of Restricted Shares subject to vesting on each date specified in the Vesting Schedule to be a fraction of a share, the number of Restricted Shares subject to vesting on each of the first three anniversaries of two dates specified in the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary Vesting Schedule shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that rounded down to the extent then unvested, nearest whole-share while the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due number of Restricted Shares subject to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of vesting on each of the three Tranches of Options (last two dates specified in the Vesting Schedule shall be rounded up to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pronearest whole-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantshare.

Vesting. The Options Subject to the provisions contained herein, your option will vest as provided in your Grant Notice. Vesting will cease upon the termination of your Continuous Service. Notwithstanding the foregoing, the following provisions shall vest apply: (a) In the event your Continuous Service is terminated due to your Disability, then the vesting and become exercisable 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 follows: oneis determined by the Board) after the date of such termination. (b) 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-third six (1/336) months (or such lesser period of time as is determined by the Board) after the date of such termination. (c) In the event of either a Change in Control or a Corporate Transaction that is not a license, and you have not terminated your Continuous Service prior to the effective date of the Options shall vest Change in Control or Corporate Transaction, then the vesting and become exercisable on each exercisability of your option will be accelerated in full upon the first three anniversaries effective date of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested Change in Control or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if:Corporate Transaction. (i) If any payment or benefit you would receive from the Participant’s Company or otherwise in connection with a Change in Control or other similar transaction (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of 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) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment terminates due 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 the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to death or Permanent Disabilitythe Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, orthe reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (ii) Notwithstanding the Participant’s employment terminates foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the 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 two years after 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 Company for general tax compliance purposes as of the day prior to the effective date of a Change in Control without Cause triggering the Payment shall perform the aforementioned calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for Good Reasonthe individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. FurtherThe 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, providedtogether with detailed supporting documentation, in to you and the event 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 Reduced Amount was determined pursuant to clause (x) of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application paragraph of this Section 4(a1(c) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you shall be aggregated and shall vest on promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first anniversary paragraph of this Section 1(c) so that no portion of the Date remaining Payment is subject to the Excise Tax. For the avoidance of Grantdoubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section 1(c), you shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Vesting. The Options shall 3.1 Except as otherwise provided in this Agreement, provided that the Grantee has not incurred a Termination of Service as of the applicable vesting date[, and further provided that any additional conditions and performance goals set forth in Schedule I (attached hereto) have been satisfied]1, the Restricted Stock Units will vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall no longer be referred subject to herein as a “Tranche”) unless previously vested or forfeited any restrictions in accordance with the Plan following schedule: [VESTING DATE] [NUMBER OR PERCENTAGE OF UNITS THAT VEST ON THE VESTING DATE] [VESTING DATE] [NUMBER OR PERCENTAGE OF UNITS THAT VEST ON THE VESTING DATE] [VESTING DATE] [NUMBER OR PERCENTAGE OF UNITS THAT VEST ON THE VESTING DATE] 1 NTD: Add if performance goals are applicable. Once vested, the Restricted Stock Units become “Vested Units.” 3.2 If the Grantee incurs a Termination of Service as the result of death or Disability, the Grantee will become vested in the number of Restricted Stock Units (rounded up to the nearest whole unit) that would have become vested as of the anniversary of the Grant Date next following such Grantee’s death or Disability. 3.3 If a Change in Control occurs, and the acquiring corporation either assumes this Agreementaward of Restricted Stock Units, or substitutes new awards with respect to stock of the acquiring corporation, the Restricted Stock Units will not vest upon the Change in Control; provided, however, in the event that to the extent then unvestedwithin twenty-four (24) months following a Change in Control, the Options shall immediately become vested and exercisable if: (i) Company terminates the ParticipantGrantee’s employment without Cause, or the Grantee terminates due employment with Good Reason, then, the Grantee will become fully vested with respect to death or Permanent Disability, or (ii) all of the Participant’s employment terminates within two years after Restricted Stock Units granted pursuant to this Agreement that have not previously been vested. In the event a Change in Control without Cause occurs and the acquiring corporation does not assume this award of Restricted Stock Units or for Good Reason. Furtherprovide substitute awards, provided, in the event Grantee will become fully vested with respect to all of the ParticipantRestricted Stock Units granted pursuant to this Agreement that have not previously been vested. 3.4 Subject to Sections 3.2 and 3.3, the Grantee’s Retirement, a separate pro-rata portion unvested Restricted Stock Units shall be automatically forfeited upon such Termination of each of Service and neither the three Tranches of Options (Company nor any affiliate shall have any further obligations to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested Grantee under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantAgreement.

Vesting. The Options shall RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and become exercisable as follows: one-third will be immediately settled in shares of Common Stock and be immediately transferable thereafter (1/3but in any event within 70 days) upon the occurrence of any of the Options following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and become exercisable be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; or (d) an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs. For purposes of determining the amount of the resulting award in such an event, it will be assumed that the Company achieved “target” performance on each of the first three anniversaries performance measures, resulting in the payment of 100% of the Date target award amount of Grant (each such one-third (1/3) this grant. All RSUs will be forfeited upon termination of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance Employee’s employment with the Plan Employer before the Vesting Date for a reason other than death, Disability or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked retirement from the Date Company upon or after attaining age 62 and 10 Years of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantService.

Vesting. The Options (a) All Phantom Units shall vest on April 1, 2011; provided, however, that, except as otherwise set forth in this Section 2, the Executive is continuously in Employment or Board Service at all times between April 1, 2008 and April 1, 2011 (inclusive). (b) Upon death or Disability during Employment or Board Service, involuntary termination without Cause, or Retirement, the Executive shall become exercisable as follows: one-third (1/3) vested in a reduced number of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options Phantom Units, which vest on each such anniversary shall be referred to herein as calculated by multiplying the number of Phantom Units awarded under this Award Agreement by a “Tranche”) unless previously vested or forfeited in accordance with fraction, the Plan or this Agreementnumerator of which is the number of calendar days that have elapsed from the Grant Date through the date of such event and the denominator of which is 1095; provided, however, that to if the extent then unvested, the Options shall Executive dies or becomes Disabled while engaged in Board Service that commenced immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s following Retirement, a separate pro-rata portion then the numerator of each of the three Tranches of Options (to the extent then unvested) such fraction shall immediately become vested, based, for each Tranche, on be increased by the number of months worked calendar days that have elapsed from the Date date immediately after Retirement to the date that he ceases to perform Board Service as a result of Grant until death or Disability. Any Phantom Units in excess of such number shall remain unvested and shall be forfeited as of the date of Retirement divided by such event. (c) Notwithstanding any provision in this Award Agreement to the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranchecontrary, the pro-rata portion that vests Executive shall only become exercisable on fully vested in all outstanding Phantom Units granted under this Award Agreement upon the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(aoccurrence of a Change of Control or an IPO of NAG. (d) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof Upon the exercise of a put option with regard to all or some of the Options prior Units that the Participant has obtained as set forth in the Equity Purchase Agreement, the Participant shall forfeit an equivalent number of any unvested Phantom Units. (e) No vesting requirements shall apply to the satisfaction of such requirement. Any fractional Options that would result from application any dividend equivalents payable in accordance with Section 3(c) of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantAward Agreement.

Vesting. The Options shall RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and become exercisable as follows: one-third will be immediately settled in shares of Common Stock and be immediately transferable thereafter (1/3but in any event within 70 days) upon the occurrence of any of the Options following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and become exercisable be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; or (d) an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs. For purposes of determining the amount of the resulting award in such an event, it will be assumed that the Company achieved “target” performance on each of the first three anniversaries performance measures, resulting in the payment of 100% of the Date target award amount of Grant (each such one-third (1/3) this grant. All RSUs will be forfeited upon termination of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance Employee’s employment with the Plan Employer before the Vesting Date for a reason other than death, Disability or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked retirement from the Date Company upon or after attaining age 62 and 5 Years of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantService.

Vesting. The Options (a) 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 4 (the “Earned Amount”), and the Participant’s rights to such vested number of Restricted Share Units shall become exercisable nonforfeitable as follows: one-third (1/3) of the Options last day of the Performance Period, subject to Section 3(d) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the minutes of a meeting of the Committee) the extent to which the Performance Criteria and all other material terms of this Agreement have been met. (b) In the event the Participant dies or 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 (i) the Earned Amount that the Participant would have earned had he not died or had his employment terminated on account of Disability and become exercisable on each (ii) the quotient of (A) the number of days beginning with the first day of the first three anniversaries Performance Period and ending on the date of the Date of Grant (each such one-third (1/3) of Participant’s death or the Options which vest on each such anniversary shall be referred to herein date the Participant’s employment is terminated as a “Tranche”result of Disability, as applicable, and (B) unless previously vested or forfeited 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 Plan Performance Criteria shall vest) and the Participant’s, or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death estate’s or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, beneficiaries’ in the event of the Participant’s Retirementdeath, a separate pro-rata portion rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options such Restricted Stock Units would have otherwise become vested, provided however, that, for each Tranche, been issued pursuant to Section 5 hereof had the pro-rata portion that vests shall only become exercisable Participant not died or had his employment terminated on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirementaccount of Disability. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reasonforegoing, the Compensation Committee may, in its sole and absolute discretion, waive subject to the requirements of Section 409A of the Code, approve the vesting of more of the Restricted Share Units than would otherwise vest based on the application of the provisions of this Section 3(b) upon the death of the Participant or the termination of the Participant’s employment on account of Disability. (c) In the 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 with or service to the Company or any requirement of its Affiliates is terminated for vesting then remaining any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred (and permitbefore the Restricted Share Units otherwise have become vested under Section 3(a) or (b)), 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 a specified period the avoidance of time consistent doubt, no additional amount of Restricted Share Units in which the Participant may have been entitled to vest in accordance with the first sentence Performance Criteria shall vest) and the Participant’s rights to such vested amount of Section 4(b) hereof the exercise Restricted Share Units shall become nonforfeitable as of the Options date on which the Participant’s employment with or service to 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 terminates for any reason prior to the satisfaction expiration of such requirement. Any fractional Options that would result from application of this Section 4(a) the Performance Period, all then-unvested Restricted Share Units shall be aggregated canceled immediately and shall vest on not be payable to the first anniversary of the Date of GrantParticipant.

Vesting. The Options a. Except as otherwise expressly provided in Sections 4.b-c hereof, subject to Participant’s continued employment or service through the applicable vesting date, 100% of those RSUs that are earned based on the achievement of certain cost-savings, diversity, and ESG performance goals as set forth on Annex B hereto (the “Earned RSUs”) shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number eighteen (18)-month anniversary of months worked from the Date of Grant until the date of Retirement divided by grant. b. Notwithstanding anything to the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above contrary contained in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences4.a hereof, upon a Participant’s Qualifying Termination or termination of employment due to death or Disability (i) that occurs during a performance period that is ongoing, 100% of the RSUs with respect to such performance period (i.e., the Cost-Savings RSUs, the Diversity RSUs and/or the ESG RSUs (as defined on Annex B), as applicable) shall vest, or (ii) that occurs after a performance period has ended, 100% of the Earned RSUs with respect to such performance period shall vest. c. Notwithstanding anything to the contrary contained in Section 4.a hereof, upon a Change in Control of the Company, (i) if such Change in Control occurs during a performance period, 100% of the RSUs with respect to such performance period (i.e., the Cost-Savings RSUs, the Diversity RSUs and/or the ESG RSUs, as applicable) shall vest immediately prior to the consummation of the Change in Control, or (ii) if such Change in Control occurs after a performance period has ended, 100% of the Earned RSUs with respect to such performance period shall vest immediately prior to the consummation of the Change in Control. d. Subject to Section 4.b hereof, vesting shall cease immediately upon termination of Participant’s employment or service for any reason, the Compensation Committee may, in its sole discretion, waive and any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise portion of the Options RSUs that has not vested on or prior to the satisfaction date of such requirementtermination shall be forfeited on such date. Any fractional Options that would result from application Once vesting has occurred, the vested portion will be settled at the time specified in Section 6 hereof. e. For purposes of this Section 4(a) Agreement, “Disability” shall be aggregated and has such meaning as is contained in the Plan and, notwithstanding anything to the contrary contained in the Plan, also shall vest on include a “disability” as determined by the first anniversary of the Date of GrantCommittee in its reasonable discretion.

Vesting. The Options Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest as set forth below. Any Awarded Shares that become vested in accordance with this Section 3 shall be referred to as “Vested Shares” and any Awarded Shares that, at the particular time of determination, have not become exercisable vested in accordance with this Section 3 shall be referred to as follows: one“Non-third Vested Shares.” a. Fifty percent (1/350%) of the Options Awarded Shares shall vest and become exercisable on each of the first three anniversaries date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided that (i) the Participant is employed by or providing services to the Company or a Subsidiary on that date and (ii) such date occurs on or before the sixth (6th) anniversary of the Date of Grant Grant; and b. Fifty percent (each such one-third (1/350%) of the Options which Awarded Shares shall vest on each the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided that (i) the Participant is employed by or providing services to the Company or a Subsidiary on that date and (ii) such date occurs on or before the sixth (6th) anniversary shall be referred to herein as a “Tranche”) unless of the Date of Grant. Notwithstanding the foregoing, all Awarded Shares not previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and exercisable if: Permanent Disability. In addition, in the event that (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause occurs, and (ii) this Agreement is not assumed by the surviving corporation or for Good Reasonits parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Further, providedNotwithstanding anything herein to the contrary, in the event of the Participant’s Retirement, a separate pro-rata portion Termination of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided Service by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each TrancheCompany without Cause, the proNon-rata portion that vests Vested Shares shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, remain outstanding for a specified period of time consistent with one (1) year following such Termination of Service (but no later than the first sentence of Section 4(bsixth (6th) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant) and shall remain eligible for vesting in accordance with this Section 3; provided, that any Non-Vested Shares that do not become Vested Shares within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstanding.

Vesting. The Options shall vest and become exercisable If the Participant’s Date of Termination has not occurred as follows: one-third (1/3) of the Options vesting dates specified below (the “Vesting Dates”), then, the Participant shall vest and become exercisable on each be entitled, subject to the applicable provisions of the first three anniversaries Plan and this Agreement having been satisfied, to receive on or within a reasonable time after the applicable Vesting Dates, on accumulative basis, the number of shares of Stock as described in the following schedule. Once vested pursuant to the terms of this Agreement, the Restricted Stock shall be deemed “Vested Stock”. Vesting Dates Shares Vesting The Participant shall forfeit the unvested portion of the Award (including the underlying Restricted Stock and “Accrued Dividends,” as such term is hereinafter defined) upon the occurrence of the Participant’s Date of Grant Termination unless the Award becomes vested under the circumstances described in paragraphs (each such one-third i), (1/3ii) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”or (iii) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if:below. (i) The Award shall become fully vested upon the occurrence of a Change of Control Event which occurs prior to the Participant’s employment terminates due to death or Permanent Disability, orDate of Termination. (ii) The Award shall become fully vested upon the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in Date of Termination if the event Participant’s Date of Termination occurs by reason of the Participant’s Retirementdeath. In the sole discretion of the Committee, the Award may become vested upon the Participant’s Date of Termination with respect to all or a separate pro-rata portion of each of the three Tranches of Options (shares as to which the extent then unvested) shall Award was not vested immediately become vestedprior to such termination, based, for each Tranche, on the number of months worked from if the Date of Grant until Termination occurs by reason of the date of Retirement divided Participant’s Disability or occurs under other special circumstances (as determined by the total number of months for which that particular Tranche of Options would have otherwise Committee). (iii) The Award shall become vested, provided however, that, for each Tranche, fully vested upon the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination Date of employment for any reason, Termination if the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period Participant’s Date of time consistent with the first sentence of Section 4(b) hereof the exercise Termination occurs by reason of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantParticipant’s Mandatory Retirement.

Vesting. (i) The Options Restricted Stock granted pursuant to Section 1 above shall vest and become exercisable as follows: one-third cease to be Restricted Stock (1/3but shall remain subject to Section 5 of this Agreement) of the Options shall vest and become exercisable in equal annual installments on each of the first three four anniversaries of the Grant Date (i.e., one quarter per year), provided that the Participant has not incurred a Termination of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that Employment prior to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, orapplicable vesting date. (ii) There shall be no proportionate or partial vesting in the Participant’s employment terminates within two years after periods prior to the vesting date and all vesting shall occur only on the vesting date; provided that no Termination of Employment has occurred prior to such date. (iii) In the event of a Change in Control Termination of Employment without Cause or for Good Reason. Further, provided, Reason (as defined in the event of the Participant’s Retirementemployment agreement with the Company), a separate proor due to non-rata portion renewal by the Company of each such employment agreement, or upon the Participant’s death or Disability (or term or concept of like import, as defined in the Participant’s employment agreement with the Company) (each, an “Acceleration Event”) prior to the fourth anniversary of the three Tranches date of Options grant, then any remaining unvested Shares of Restricted Stock that would have vested if the Participant’s employment had continued for an additional twelve (12) months shall become vested on the date of such Acceleration Event and cease to be Restricted Stock (but shall remain subject to Section 5 of the extent then unvestedAgreement).The Shares of Restricted Stock will become fully vested on a Change in Control. (iv) shall immediately When any Shares of Restricted Stock become vested, basedthe Company shall promptly issue and deliver, for each Trancheunless the Company is using book entry, on to the number of months worked from Participant a new stock certificate registered in the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise name of the Options prior Participant for such Shares without the legend set forth in Section 4 hereof and deliver to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantParticipant any related other RS Property, subject to applicable withholding.

Vesting. The Options Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3, the PSUs shall vest vest, and become exercisable as follows: one-third (1/3) the Restricted Period with respect to the PSUs shall terminate, immediately following the last day of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this AgreementVesting Period; provided, however, that the PSUs shall vest during the Vesting Period on the date, (a) immediately preceding the effective date of the Recipient’s Retirement as determined by the Committee in relation to the extent then unvestedPSUs: either (A) after reaching age 70 or (B) after reaching age 55 and having been employed or engaged by the Company or any Subsidiary for 15 years (provided that, if the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years Recipient retires after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, basedreaching age 56, for each Trancheyear after age 55, on the number of months Recipient may work one year less for the Company or any Subsidiary, as applicable, and still be qualified for Retirement under this sub-section (B) For example, if the Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked from for the Date of Grant until Company or the applicable Subsidiary for 10 years to be qualified for Retirement and receive the Vested Shares; and for example, if the Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 5 years to be qualified for Retirement and receive the Vested Shares.), (b) immediately preceding the Recipient’s death or the effective date of Retirement divided the Recipient’s Disability, and (c) the effective date of the termination of the Recipient’s employment or engagement with the Company or any Subsidiary by the total number of months Company or Subsidiary (which, whenever used in this Agreement, includes any such entity’s successor) without Cause, “Cause” means, in addition to any cause for which that particular Tranche of Options would have otherwise become vested, termination as provided however, that, for each Tranchein any other applicable written agreement between the Company, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.applicable

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, that to the extent then unvested, in the event of the Participant’s Retirement, a separate pro-rata portion of each Retirement on or after the first anniversary of the three Tranches Date of Grant, Options (to the extent then unvested) not previously vested shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests vested but shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a). If the Participant’s Retirement occurs prior to the first anniversary of the Date of Grant, the Options shall become immediately vested on a pro-rata basis based on the number of calendar days the Participant has been employed by the Company during the period beginning on the Date of Grant and ending on the first anniversary of the Date of Grant (with the remainder of the Options forfeited) absent but the vested Options shall only become exercisable on the date each Tranche would have otherwise become vested under the schedule described above in this Section 4(a); provided, however, that only one-third of the total Options that became vested by reason of the Retirement of the Participant prior to the first anniversary of the date of Grant shall become exercisable on each such Retirementdate. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.

Vesting. The Options (a) Subject to the earlier termination or cancellation of the Option as set forth herein, and subject to Section 2(d) hereof, the Option shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due Prior to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant, no portion of the Option shall vest or be exercisable; (ii) On and after the first anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of twenty-five percent of the Shares subject to the Option, less any Shares subject to the Option previously acquired upon exercise of the Option; (iii) On and after the second anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of fifty percent of the Shares subject to the Option, less any Shares subject to the Option previously acquired upon exercise of the Option; (iv) On and after the third anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of seventy-five percent of the Shares subject to the Option, less any Shares subject to the Option previously acquired upon exercise of the Option; and (v) On and after the fourth anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of one hundred percent of the Shares subject to the Option, less any Shares subject to the Option previously acquired upon exercise of the Option. The portion of the Option which has become vested and exercisable as described above is hereinafter referred to as the "Vested Portion." (b) If the Participant's Employment is terminated by the Company for Cause, as defined in Section 3(b) below, the Option shall, whether or not vested, be automatically canceled without payment of consideration therefor. (c) If the Participant's Employment with the Company terminates for any reason other than Cause, the Option shall, to the extent not then vested, be canceled by the Company without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a). (d) Upon the consummation of a Transaction, the Option shall, to the extent not then vested, automatically become fully vested and exercisable.

Vesting. The Options (a) Subject to the terms of this Section 3 and the terms of Appendix A, which is incorporated by reference herein, the Performance Share Units shall vest and become exercisable as follows: one-third (1/3) vested upon satisfaction of the Options Performance Goals and terms as set forth in Appendix A to this Award Agreement. The Committee shall determine whether such Performance Goals have been satisfied. (b) If the vesting terms set forth in Appendix A would produce fractional Performance Share Units, the number of Performance Share Units that vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred rounded down to herein as the nearest whole Performance Share Unit. (c) Notwithstanding anything to the contrary contained in a written employment agreement, severance agreement, change of control agreement or other agreement entered into by and between the Participant and the Employer, this Section 3(c) shall apply in the event of a Change of Control before the Vesting Date (a “TrancheQualifying Change of Control”) unless previously vested or forfeited in accordance with and while the Plan or this Agreement; provided, however, that Participant continues to be employed by the extent then unvested, the Options shall immediately become vested and exercisable if:Employer. (i) the Participant’s employment terminates due Effective as of immediately prior to death or Permanent Disabilitya Qualifying Change of Control, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (but subject to the extent then unvested) shall immediately become vestedoccurrence of such Change of Control, based, for each Tranche, on the number of months worked Performance Share Units eligible to be vested shall be equal to the greater of the number of shares of Common Stock under the (i) the Target Award multiplied by a fraction, the numerator of which is the number of days elapsed from the Date of Grant until to the date of Retirement divided the Qualifying Change of Control, and the denominator of which is the number of days in the Performance Period, and (ii) the Share Payout as a Percentage of Target Award as determined by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested Committee under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding terms of Appendix A through the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options latest practicable date prior to the satisfaction such Change of such requirementControl. Any fractional Options that would result from application For purposes of this Section 4(a) 3(c)(i), the Company Relative TSR Percentile Rank shall be aggregated and shall vest determined by reference to the Company’s average relative TSR rank on the first anniversary twenty (20) consecutive trading days immediately preceding the Qualifying Change of Control. The number of Performance Share Units determined in accordance with this Section 3(c)(i) is referred to as the Date “Change of GrantControl Adjusted Performance Share Units”. (ii) The Change of Control Adjusted Performance Share Units shall become vested on a Qualifying Change of Control and paid as soon as administratively practicable (but no later than thirty (30) days) following the occurrence of such Change of Control if a replacement or substitute award meeting the requirements of this Section 3(c)(ii) is not provided to the Participant in respect of such Performance Share Units. An award meeting the requirements of this Section 3(c)(ii) is referred to below as a “Replacement Award”. An award shall qualify as a Replacement Award if:

Vesting. The Options Qualified Plan benefit and the supplemental retirement benefit described in Section 4.2 (b)(i) shall be fully vested as of December 13, 2005. Upon the termination of Executive’s employment he shall be entitled to receive all such benefits as provided in the Qualified Plan and SRIB Plan. The supplemental retirement benefit described in Section 4.2 (b)(ii) (the “Enhanced Benefit”) shall begin vesting on December 13, 2005 and shall, so long as Executive is employed by the Company, cumulatively vest and become exercisable thereafter in equal monthly installments at the rate of 1/120th per calendar month for 120 months (with the period from December 13 to December 31, 2005, inclusive, being considered a “calendar month” for vesting purposes hereunder), except as follows: one-third (1/3) ; i.e., if during the term of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that and prior to the extent then unvested, the Options shall immediately become vested and exercisable iffull vesting: (i) Executive voluntarily terminates his employment (other than for Good Reason), then with respect to the Participant’s calendar year in which he so terminates his employment terminates due Executive shall vest in the Enhanced Benefit at the rate of 1/120th per calendar month up to death and including the month of termination if such termination occurs after June 30 of such calendar year, and he shall not vest with respect to any calendar month in the first half of such calendar year if such termination occurs on or Permanent Disability, orbefore June 30 thereof; (ii) Executive is terminated for cause, he shall not be entitled to be vested in the Participant’s Enhanced Benefit for any interest for the calendar year in which he is terminated; (iii) Executive (a) voluntarily terminates his employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, providedor (b) does not continue to be employed by the Company for any reason other than (i) his voluntary resignation without Good Reason, or (ii) his termination for cause, death, disability, or due to a change in control, Executive shall in the event circumstances contemplated under Sections 4.2(c)(iii)(a) or (b), above, continue to vest in the Enhanced Benefit in equal monthly installments at the rate of 1/120th per calendar month for the then-remaining balance of the Participantterm of this Agreement; (iv) Executive dies or becomes disabled, the Enhanced Benefit will vest 100 percent upon Executive’s Retirementdeath or disability; and Executive shall be entitled to receive payments as described in Section 4.2(b), except that if termination occurs as a separate pro-rata portion result of each of the three Tranches of Options (to the extent then unvested) shall immediately become vesteddisability, based, for each Tranche, on the number of months worked and Executive is receiving Bona Fide Disability Pay from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each TrancheCompany, the pro-rata portion that vests shall only become exercisable on the date each Enhanced Benefit will be reduced by such Tranche would have otherwise become vested under the schedule described above Bona Fide Disability Pay; or (v) There is a Change of Control, and Executive is terminated or resigns for Good Reason in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reasonconnection therewith, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of Enhanced Benefit will vest 100 percent immediately upon such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Granttermination or resignation.

Vesting. The Options Subject to the provisions contained herein, your option will vest as provided in your Grant Notice. Vesting will cease upon the termination of your Continuous Service. Notwithstanding the foregoing, the following provisions shall vest apply: (a) In the event your Continuous Service is terminated due to your Disability, then the vesting and become exercisable 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 follows: oneis determined by the Board) after the date of such termination. (b) 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-third six (1/336) months (or such lesser period of time as is determined by the Board) after the date of such termination. (c) In the event of either a Change in Control or a Corporate Transaction that is not a license, and you have not terminated your Continuous Service prior to the effective date of the Options shall vest Change in Control or Corporate Transaction, then the vesting and become exercisable on each exercisability of your option will be accelerated in full upon the first three anniversaries effective date of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested Change in Control or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if:Corporate Transaction. (i) If any payment or benefit you would receive from the Participant’s Company or otherwise in connection with a Change in Control or other similar transaction (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of 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) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment terminates due 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 the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to death or Permanent Disabilitythe Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, orthe reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (ii) Notwithstanding the Participant’s employment terminates foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the 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 two years after 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 Company for general tax compliance purposes as of the day prior to the effective date of a Change in Control without Cause triggering the Payment shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for Good Reasonthe individual, entity or group effecting a Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. FurtherThe 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, providedtogether with detailed supporting documentation, in to you and the event 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 Reduced Amount was determined pursuant to clause (x) of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application paragraph of this Section 4(a1(c) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you shall be aggregated and shall vest on promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first anniversary paragraph of this Section 1(c)) so that no portion of the Date remaining Payment is subject to the Excise Tax. For the avoidance of Grantdoubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section 1(c), you shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Vesting. The Options Issued Shares shall vest initially be unvested and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred subject to herein as a “Tranche”) unless previously vested or forfeited ------- cancellation in accordance with the Plan or provisions of Paragraph C.2 hereof. The following vesting schedule shall be in effect for the Issued Shares: The Issued Shares shall vest in three (3) successive equal annual installments upon Participant's completion of each year of Service over a three-year period measured from the date of this Agreement; provided, however, that to any unvested shares shall automatically vest upon the extent then unvested, the Options shall immediately become vested and exercisable ifoccurrence of: (i) the Participant’s employment terminates due to death 's cessation of Service by reason of normal retirement (age 65) or Permanent Disabilityapproved early retirement (age 55 plus 5 years Service), or (ii) the Participant’s employment terminates within two years after 's termination of Service by reason of death or Permanent Disability. Upon vesting, the Participant shall acquire a Change fully-vested interest in, and the transfer restrictions of Paragraph B hereof and the cancellation provisions of Paragraph C.2 hereof shall terminate with respect to, the vested Issued Shares. The vested Issued Shares shall be released from escrow as soon as administratively practicable, subject to the Corporation's collection of the applicable Withholding Taxes. For purposes of the vesting provisions of this Paragraph C.1, Service shall mean the Participant's performance of services for the Corporation (or any Parent or Subsidiary) in Control without Cause the capacity of an Employee or a non-employee member of the board of directors of any Subsidiary. Participant shall be deemed to cease such Service immediately upon the occurrence of either of the following events: (i) Participant no longer performs services in any of the foregoing capacities for Good Reasonthe Corporation (or any Parent or Subsidiary) or (ii) the entity for which Participant performs such services ceases to remain a Parent or Subsidiary of the Corporation, even though Participant may subsequently continue to perform services for that entity. FurtherService shall not be deemed to cease during a period of military leave, sick leave or other personal leave approved by the Corporation; provided, in the event of the Participant’s Retirementhowever, a separate pro-rata portion of each of the three Tranches of Options (that except to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided otherwise required by law or expressly authorized by the total number Plan Administrator or the Corporation's written leave of months absence policy, no Service credit shall be given for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment vesting purposes for any reason, period the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for Participant is on a specified period leave of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantabsence.

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the a. Participant’s employment terminates due to death or Permanent Disability, or (ii) the b. Participant’s employment terminates on or within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested, based, for each Tranche, on . The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months worked from the Date of Grant until the date of Retirement divided that Participant was employed by the total Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of months for which that particular Tranche of Options would have otherwise become vestedsubject to this Agreement (rounding up to the nearest whole number), provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.

Vesting. The Options term “vest” as used 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 and become exercisable as follows: one-third : (1/3a) One hundred percent (100%) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and Restricted Stock shall vest on the first anniversary of the Date of Grant, provided that, through such vesting date, the Grantee has (i) remained in continuous Employment as President – Merchandising and Supply Chain (such employment, “Qualifying Service”) and (ii) has not breached the covenants set forth in Section 11 herein. (b) In the event the Grantee’s Qualifying Service is terminated by the Company without Cause, a “Qualifying Termination”): (x) if such Qualifying Termination occurs before [current quarter end date], a pro-rata portion of the Restricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service in the current fiscal quarter of the Company (each, a “Fiscal Quarter”)), will vest in 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 Qualifying Termination will vest in full on the date of the Grantee’s Qualifying Termination. (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 Restricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service current Fiscal Quarter), will remain outstanding and eligible to vest according to its original vesting schedule set forth in Section 3(a) and the remainder of (d) In the event (i) the Restricted Stock (or any portion thereof) is outstanding as of immediately prior to a Change of Control and the Administrator provides for the assumption or continuation of, or the substitution of a substantially equivalent award for, the Restricted Stock (or any portion thereof) in accordance with Section 7(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. The Options shall vest Optionee may not purchase any shares by exercise of this Option between the date of this Agreement and the first anniversary date of this Agreement. On and for a period of five years after the following anniversary dates of this Agreement, this Option may be exercised up to the indicated percentage of shares covered by this Option (the shares as to which the Option vests herein sometime called "VESTED OPTION SHARES"), subject to Section 5 below: Cumulative Percentage of Percentage of Originally Originally Covered Shares Covered Shares as to Which Anniversary as to Which Option is Date Option Vests Exercisable ---- ------------ ----------- First 33 1/3% 33 1/3% Second 33 1/3% 66 2/3% Third 33 1/3% 100% Subject to earlier termination under Section 5, at any time after shares covered by this Agreement become exercisable as follows: one-third (1/3) Vested Option Shares, but no later than the fifth anniversary date of the Options shall vest and date shares become exercisable on each Vested Option Shares (the "EXPIRATION DATE" with respect to such Shares), Optionee may purchase all or any part of the first three anniversaries of the Date of Grant (Vested Option Shares which Optionee theretofore failed to purchase. In each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on case the number of months worked from shares which may be purchased shall be calculated to the Date of Grant until nearest full share. Unless Optionee indicates otherwise in writing when it exercises this Option, Optionee shall be deemed to exercise Vested Option Shares in the date of Retirement divided by the total number of months for order in which that particular Tranche of Options would have otherwise become they vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentencesprovisions or the provisions of Section 5 of this Agreement to the contrary, upon the occurrence of a Participant’s termination Change of employment Control all shares of Common Stock covered hereby which have not yet become Vested Option Shares shall thereupon become Vested Option Shares, and from and after the occurrence of such Change of Control and until the Expiration Date for any reasoneach Vested Option Share, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent Optionee shall be entitled to exercise his rights under this Agreement with respect to such Vested Option Share. For the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application purposes of this Section 4(a) Agreement, a "CHANGE OF CONTROL" shall be aggregated and shall vest on deemed to have occurred if a Change of Control has occurred for the first anniversary purposes of the Date of GrantExhibit A hereto.

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, that to the extent then unvested, in the event of the Participant’s Retirement, a separate pro-rata portion of each Retirement on or after the first anniversary of the three Tranches Date of Grant, Options (to the extent then unvested) not previously vested shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests vested but shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a). If the Participant’s Retirement occurs prior to the first anniversary of the Date of Grant, the Options shall become immediately vested on a pro-rata basis based on the number of calendar days the Participant has been employed by the Company during the period beginning on the Date of Grant and ending on the first anniversary of the Date of Grant (with the remainder of the Options forfeited) absent but the vested Options shall only become exercisable on the date each Tranche would have otherwise become vested under the schedule described above in this Section 4(a); provided, however, that only one-third of the total Options that became vested by reason of the Retirement of the Participant prior to the first anniversary of the date of Grant shall become exercisable on each such Retirementdate. 5/2014 Sr. Executive Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.

Vesting. The Options shall RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and become exercisable as follows: one-third will be immediately settled in shares of Common Stock and be immediately transferable thereafter (1/3but in any event within 70 days) upon the occurrence of any of the Options following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and become exercisable be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any then-completed year(s) in the performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not then been completed, it will be assumed that the Company achieved “target” performance on each of the first three anniversaries performance measures for such year(s), resulting in the payment of 100% of the Date of Grant (each such one-third (1/3) of the Options which vest on each total target RSU award amount of this grant relating to such anniversary shall year(s). All RSUs will be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance upon termination of the Employee’s employment with the Plan Employer before the Vesting Date for a reason other than death, Disability or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked retirement from the Date Company upon or after attaining age 62 and 5 Years of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantService.

Vesting. The Subject to the Optionee's not having a Termination of Relationship prior to the applicable vesting date and except as otherwise set forth in Section 7, the Options shall vest become non-forfeitable and exercisable (any Options that shall have become non-forfeitable and exercisable as follows: one-third pursuant to this Section 4, the “Vested Options”) in percent ( %) increments on each of , , , and . Upon a Complete Change in Control (1/3other than in connection with a Qualified Public Offering) (such date, the “Option Acceleration Date”), 100% of the Options shall which have not theretofore become Vested Options and which are scheduled to vest and become exercisable on each of the first three anniversaries of remaining vesting dates set forth in the Date of Grant (each such one-third (1/3) of the Options which previous sentence will vest on each the ( ) month anniversary of such anniversary shall be referred Option Acceleration Date, provided that the Optionee remains in continuous employment with or service to herein as the Company or a “Tranche”Subsidiary for the ( ) unless previously vested or forfeited in accordance with the Plan or this Agreementmonth period following such Option Acceleration Date; provided, however, that in the event that the Participant has a Termination of Relationship during the period of time following the date of such Option Acceleration Date and prior to the extent then unvested( ) month anniversary of such Option Acceleration Date, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death as a result of his or Permanent her death, Disability, or (ii) termination from employment or services by the Participant’s employment terminates within two years after Company or a Change in Control Subsidiary without Cause or for resignation from employment or services with Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise 100% of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary date of such Termination of Relationship. All decisions by the Committee with respect to any calculations pursuant to this Section 4 (absent manifest error), including the Committee's determination of whether and the date on which a Complete Change in Control or an Option Acceleration Date occurs shall be final and binding on the Optionee. Except as otherwise provided herein, all unvested Options will immediately terminate upon a Termination of GrantRelationship (after giving effect to any vesting in connection with such Termination of Relationship).

Vesting. The Options (a) 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 4 (the “Earned Amount”), and the Participant’s rights to such vested number of Restricted Share Units shall become exercisable nonforfeitable as follows: one-third (1/3) of the Options last day of the Performance Period, subject to Section 3(d) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the minutes of a meeting of the Committee) the extent to which the Performance Criteria and all other material terms of this Agreement have been met. (b) In the event the Participant dies or terminates employment on account of a 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 (i) the Earned Amount that the Participant would have earned had he not died or had his employment terminated on account of Disability and become exercisable on each (ii) the quotient of (A) the number of days beginning with the first day of the first three anniversaries Performance Period and ending on the date of the Date of Grant (each such one-third (1/3) of Participant’s death or the Options which vest on each such anniversary shall be referred to herein date the Participant’s employment is terminated as a “Tranche”result of Disability, as applicable, and (B) unless previously vested or forfeited 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 Plan Performance Criteria shall vest) and the Participant’s, or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death estate’s or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, beneficiaries’ in the event of the Participant’s Retirementdeath, a separate pro-rata portion rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options such Restricted Stock Units would have otherwise become vested, provided however, that, for each Tranche, been issued pursuant to Section 5 hereof had the pro-rata portion that vests shall only become exercisable Participant not died or had his employment terminated on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirementaccount of Disability. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reasonforegoing, the Compensation Committee may, in its sole and absolute discretion, waive subject to the requirements of Section 409A of the Code, approve the vesting of more of the Restricted Share Units than would otherwise vest based on the application of the provisions of this Section 3(b) upon the death of the Participant or the termination of the Participant’s employment on account of Disability. (c) In the 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 with or service to the Company or any requirement of its Affiliates is terminated for vesting then remaining any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, (and permitbefore the Restricted Share Units otherwise have become vested under Section 3(a) or (b)), 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 a specified period the avoidance of time consistent doubt, no additional amount of Restricted Share Units in which the Participant may have been entitled to vest in accordance with the first sentence Performance Criteria shall vest) and the Participant’s rights to such vested amount of Section 4(b) hereof the exercise Restricted Share Units shall become nonforfeitable as of the Options date on which the Participant’s employment with or service to the Company is terminated. (d) Except as provided in Section 3(b) or (c) above or as otherwise provided in any written agreement by and between the Company and the Participant, if the Participant’s employment with the Company terminates for any reason prior to the satisfaction expiration of such requirement. Any fractional Options that would result from application of this Section 4(a) the Performance Period, all then-unvested Restricted Share Units shall be aggregated canceled immediately and shall vest on not be payable to the first anniversary of the Date of GrantParticipant.

Vesting. The Options shall RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and become exercisable as follows: one-third will be immediately settled in shares of Common Stock and be immediately transferable thereafter (1/3but in any event within 70 days) upon the occurrence of any of the Options following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and become exercisable be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, it will be assumed that the Company achieved “target” performance on each of the first three anniversaries performance measures, resulting in the payment of 100% of the Date target award amount of Grant (each such one-third (1/3) this grant. All RSUs will be forfeited upon termination of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance Employee’s employment with the Plan Employer before the Vesting Date for a reason other than death, Disability or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked retirement from the Date Company upon or after attaining age 62 and 10 Years of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantService.

Vesting. The Options Except as otherwise provided in this Agreement, the Performance Units granted hereunder shall vest and become exercisable as follows: vest, subject to Section 4, over a period of three years in equal, one-third increments (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that if such increments would otherwise result in a fractional Performance Unit with respect to the extent then unvestedapplicable Annual Tranche, such fractional Performance Unit shall be rounded to the Options shall immediately become vested nearest whole number) (each increment, an “Annual Tranche” and exercisable if: (i) specifically, with respect to the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or applicable Performance Period for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches 2017, 2018 and 2019 calendar years, the “Year 1 Annual Tranche,” the “Year 2 Annual Tranche,” and the “Year 3 Annual Tranche,” respectively). Except as otherwise provided in this Agreement, the applicable portion, if any, of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Year 1 Annual Tranche, the pro-rata portion that vests shall only become exercisable on Year 2 Annual Tranche and the date each such Year 3 Annual Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary respective dates that the Committee certifies the attainment of the Performance Goals applicable to this Award (“Performance Measures”) for the applicable Performance Period in accordance with Section 4 following completion of the applicable Performance Period (each of these three vesting dates is referred to as a “Normal Vesting Date”). In no event shall the Normal Vesting Date for a Performance Period be later than March 15th of Grantthe calendar year following the calendar year in which the applicable Performance Period ends. In no event shall any Performance Units granted hereunder that form part of a particular Annual Tranche be eligible to vest following the Normal Vesting Date applicable to such Annual Tranche. Any Performance Units granted hereunder that form part of a particular Annual Tranche and that do not vest as of the Normal Vesting Date applicable to such Annual Tranche shall be automatically and immediately forfeited for no consideration. In no event shall a number of Performance Units greater than 200% of the number set forth in Section 1 vest under any circumstances.

Vesting. The Options a. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest and become exercisable as follows: one: i. Over a three (3) year vesting period commencing on the Date of Grant: (A) One-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and Awarded Shares shall vest on the first anniversary of the Date of GrantGxxxx, provided that the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. (B) An additional one-third (1/3) of the total Awarded Shares shall vest on the second anniversary of the Date of Gxxxx, provided that the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. (C) The remaining Awarded Shares shall vest on the third anniversary of the Date of Gxxxx, provided that the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. ii. Notwithstanding the foregoing and subject to Section 3(a)(iii) below, if the Participant incurs a Termination of Service as a result of (A) his death, (B) his Disability (as defined below), (C) a Termination of Service by the Company without Cause (as defined below), or (D) a Termination of Service by the Participant for Good Reason (as defined below), then fifty percent (50%) of the total Awarded Shares not previously vested shall thereupon immediately become fully vested upon the Termination Date (as defined below). iii. Notwithstanding the foregoing, in the event that a Change in Control (as defined below) occurs, if the Participant incurs a Termination of Service during the Change in Control Period (as defined below) as a result of (A) a Termination of Service by the Company without Cause, or (B) a Termination of Service by the Participant for Good Reason, then one hundred percent (100%) of the total Awarded Shares not previously vested shall thereupon immediately become fully vested upon the Termination Date. b. For purposes of this Agreement, the following terms shall have the meanings set forth below:

Vesting. The Options (a) If Employee remains continuously employed by the Company from the Grant Date through December 31, 2021, this Performance Award shall vest in Employee on such date at the levels set forth in the Notice based upon achievement of the Company performance objectives set forth in the Notice ("Performance Objectives") during the period commencing on January 1, 2019 and become exercisable ending December 31, 2021 (the "Performance Period"). As soon as follows: oneadministratively practicable after the end of the Performance Period (or such earlier date as set forth in Sections 2(b), (c) or (d)), the Compensation Committee of the Board ("Committee") shall affirm in writing the extent to which the Performance Objectives have been achieved and the cash and the number of units of deferred Stock that are vested in Employee as a result of such achievement. (b) If on or after the eighteen-third month anniversary of the Grant Date and prior to the end of the Performance Period (1/3i) a "Change of Control" (as defined in Treasury Regulation Section 1.409A-3(i)(5) that also meets the definition of "Change of Control" under the Plan) of the Options Company occurs, (ii) Employee incurs a "Disability" (as defined in Treasury Regulation Section 1.409A-3(i)(4) that also meets the definition of "disability" under the Company's long-term disability plan), or (iii) Employee's employment terminates due to Employee's death, this Performance Award shall vest and become exercisable on each the earliest of such events at the greater of the first three anniversaries "Determined Percentage" (as defined below) and the "target" levels of performance as set forth in the Notice. For this purpose, the "Determined Percentage" means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the last day of the Performance Period was the Determination Date (as defined below) and the Performance Objectives were measured as of Grant (each such one-third (1/3) date. As soon as administratively practicable after the date of the Options applicable vesting event described in clauses (b)(i), (b)(ii) or (b)(iii) above, the Committee shall affirm in writing the extent to which the Performance Objectives have been achieved and the cash and the number of units of deferred Stock that vest as a result of such achievement. As used in this Agreement, the term "Determination Date" means (1) with respect to the TSR Component of the Performance Award, the date of the applicable vesting event, and (2) with respect to the EBITDA Component of the Performance Award, the most recently completed fiscal quarter of the Company coincident with or next preceding the date of the applicable vesting event. (c) If on or after the Grant Date and prior to the end of the Performance Period the Employee terminates employment with the Company on or after age fifty-eight for a reason other than death or Disability ("Retirement"), this Performance Award shall vest on each the date of such anniversary shall be referred termination due to herein Retirement (the "Retirement Date") at the "Determined Percentage" (as a “Tranche”) unless previously vested or forfeited in accordance with defined below). For this purpose, the Plan or this Agreement"Determined Percentage" means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the last day of the Performance Period was the Determination Date and the Performance Objectives were measured as of such date; provided, however, that if the Retirement Date occurs prior to the extent eighteen-month anniversary of the Grant Date, then unvestedthe amount determined pursuant to the preceding provisions of this sentence shall be multiplied by a fraction, the Options numerator of which is equal to the number of Employee's actual days of employment from the Grant Date to Employee's Retirement Date, and the denominator of which is equal to the total number of days in the Performance Period (determined without regard to Employee's Retirement). As soon as administratively practicable after the Retirement Date, the Committee shall immediately become affirm in writing the extent to which the Performance Objectives have been achieved and the cash and the number of units of deferred Stock that are vested and exercisable if:in Employee as a result of such achievement. (d) If prior to the eighteen-month anniversary of the Grant Date (i) the Participant’s a Change of Control occurs, (ii) Employee incurs a "Disability", or (iii) Employee's employment terminates due to death or Permanent DisabilityEmployee's death, or this Performance Award shall vest on the earliest of such events at the greater of the "Determined Percentage" (as defined below) and the percentage attributable to the "target" levels of performance as set forth in the Notice. For this purpose, the "Determined Percentage" means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the last day of the Performance Period was the Determination Date and the Performance Objectives were measured as of such date. Notwithstanding the foregoing, if the vesting event is as a result of (ii) or (iii) above, then both the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, percentage attributable to the "target" levels of performance as set forth in the event Notice and the Determined Percentage shall be multiplied by a fraction, the numerator of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (which is equal to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked Employee's actual days of employment from the Grant Date of Grant until to the date of Retirement divided by Disability or death, as applicable, and the denominator of which is equal to the total number of months for which that particular Tranche days in the Performance Period (determined without regard to the occurrence of Options would have otherwise become vested, provided however, that, for each Tranchethe applicable vesting date). As soon as administratively practicable after the date of the applicable vesting event, the pro-rata portion Committee shall affirm in writing the extent to which the Performance Objectives have been achieved and the cash and the number of units of deferred Stock that vests shall only become exercisable on the date each vest as a result of such Tranche would have otherwise become vested under the schedule described above in this Section 4(aachievement. (e) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of If Employee's employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options Company is terminated prior to the satisfaction end of such requirement. Any fractional Options that would result from application of the Performance Period, and neither (b), (c) nor (d) above apply, this Section 4(a) Performance Award automatically shall be aggregated and shall vest forfeited in full, without payment, on the first anniversary of the Date of Grantsuch termination.

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3) of Unless the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have Committee otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, determines in its sole discretion, waive any requirement subject to earlier vesting in accordance with Section 6 of this Agreement or Section 11.1(b) of the Plan and subject to the last paragraph of this Section 5, the Restricted Share Units shall become vested in accordance with the following schedule (each date specified below being a Vesting Date): (a) On the Initial Vesting Date,, 12.5% of the Restricted Share Units shall become vested; and (b) On the Corresponding Day in the third month following the Initial Vesting Date and on the Corresponding Day on each third month thereafter, an additional 6.25% of the Restricted Share Units shall become vested, until the Restricted Share Units are vested in full on the Corresponding Day in the forty-second (42) month following the Initial Vesting Date. [Please refer to the website of the Third Party Administrator, UBS Financial Services Inc., which maintains the database for vesting then remaining the Plan and permitprovides related services, for the specific Vesting Dates related to the Restricted Share Units (click on the specific grant under the tab labeled “Grants/Award/Units”).] On each Vesting Date, and upon the satisfaction of any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Restricted Share Units that have not theretofore become vested the RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Share Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing, the Grantee will not vest, pursuant to this Section 5, in Restricted Share Units as to which the Grantee would otherwise vest as of a specified period given date if his or her Termination of Service or a breach of any applicable restrictions, terms or conditions with respect to such Restricted Share Units has occurred at any time consistent after the Grant Date and prior to such Vesting Date (the vesting or forfeiture of such Restricted Share Units to be governed instead by Section 6). In addition, in the event the Grantee is suspended (with or without compensation) or is otherwise not in good standing with the first sentence of Section 4(b) hereof Company or any Subsidiary as determined by the exercise Company’s General Counsel due to an alleged violation of the Options Company’s Code of Business Conduct, applicable law or other misconduct (a “Suspension Event”), the Company has the right to suspend the vesting of the Restricted Share Units until the day after the Company (as determined by the General Counsel or his/her designee) has determined (x) the suspension is lifted or (y) the Company determines lack of good standing has been cured (each, the “Recovery Date”). If the Suspension Event has occurred and prior to the satisfaction of such requirement. Any fractional Options that would result from application Recovery Date, the Grantee dies, is disabled or is terminated without cause, then the provisions of this Section 4(a5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to retirement) shall or is terminated for cause prior to the Recovery Date then the unvested Restricted Share Units will be aggregated and shall vest on terminated without any further vesting after the first anniversary date of the Date of GrantSuspension Event, unless otherwise agreed by the Company.

Vesting. The Options (a) Subject to the Participant's continued service as an Employee of the Company, the RSUs shall vest and become exercisable as follows: non-forfeitable with respect to one-third (1/3) of the Options RSUs initially granted hereunder on each of (i) the first anniversary of the Grant Date, (ii) the second anniversary of the Grant Date, and (iii) the third anniversary of the Grant Date. (b) Once vested, the RSUs shall be paid to Participant in Shares as soon as administratively practicable, but not later than thirty (30) days, after their applicable vesting date. (c) 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 instead only vest and become exercisable on each non-forfeitable when such fractional Shares aggregate whole Shares. (d) If the Participant's service as an Employee of the first three anniversaries Company is terminated for any reason other than due to the Participant's death or Disability, or due to Participant's Retirement (as defined below), the RSUs shall, to the extent not then vested, be forfeited by the Participant without consideration. (e) In the event that Participant's employment is terminated by reason of death, Disability or Retirement of the Participant within the first year following the Grant Date of Grant (each such one-third (1/3) this Agreement, Participant shall be entitled to vest in the RSUs that would have otherwise vested had service continued through the first anniversary of the Options which Grant Date, with such RSUs vesting on that date. All RSUs that do not vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to preceding sentence shall be forfeited and cancelled automatically at the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event time of the Participant’s 's death, Disability or Retirement. In the event that Participant's employment is terminated by reason of death, a separate pro-rata portion Disability or Retirement after the first year following the Grant Date of each of the three Tranches of Options (this Agreement, Participant shall be entitled to the extent then unvested) shall immediately become vested, based, for each Tranche, vest in all remaining unvested RSUs on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options same dates they would have otherwise become vestedvested had Participant's employment continued through such dates. (f) For purposes of this Agreement, provided however, that, for each Tranche, the pro-rata portion that vests "Retirement" shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a mean Participant’s 's termination of employment for any reasonreason (other than for Misconduct as defined in Appendix A to this Agreement) after: (a) Participant has attained age 55 and completed at least seven (7) years of continuous service as an employee of the Company or an Affiliate; or (b) Participant has attained age 65. Notwithstanding the foregoing, if the Compensation Committee mayCompany determines, in its sole discretion, waive that Participant has violated any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior Obligations in Appendix A to this Agreement, the satisfaction of such requirement. Any fractional Options Participant shall not be deemed to be eligible for Retirement and all RSUs that would result from application of this Section 4(a) have not been settled shall be aggregated and shall vest on the first anniversary forfeited effective as of the Date of Grantdate that the violation first occurred.

Vesting. The Options shall RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and become exercisable as follows: one-third will be immediately settled in shares of Common Stock and be immediately transferable thereafter (1/3but in any event within 70 days) upon the occurrence of any of the Options following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and become exercisable be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any then- completed year(s) in the performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not then been completed, it will be assumed that the Company achieved “target” performance on each of the first three anniversaries performance measures for such year(s), resulting in the payment of 100% of the Date of Grant (each such one-third (1/3) of the Options which vest on each total target RSU award amount of this grant relating to such anniversary shall year(s). All RSUs will be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance upon termination of the Employee’s employment with the Plan or this Agreement; providedEmployer before the Vesting Date for a reason other than death, however, that to the extent then unvestedDisability, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after circumstances of a Change in Control without Cause described above, as provided for by the Company’s Executive Severance Pay Plan under the circumstances described above, or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked retirement from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, Company upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining or after attaining age 62 and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.10

Vesting. The Options (a) Subject to Section 4(b) hereof and the further provisions of this Agreement, a number of whole shares of Restricted Stock as close as possible to 25% of the total number of shares granted hereunder shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three four anniversaries of the Date of Grant November 15, 2014 (each such one-third date, a “Vesting Date”). (1/3b) In the event of the occurrence of a Change in Control, as defined in Section 3.8(a) of the Options which vest Plan, as in effect on each the date of such anniversary occurrence, before all the shares of Restricted Stock are vested, the Restricted Stock shall become vested in full on the date of such Change in Control. However, Participant agrees that such vesting shall be referred to herein as waived in the event that (x) such Change in Control is also a Change of Control of Genco Shipping & Trading Limited (“TrancheGenco”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that pursuant to the extent then unvestedParticipant’s Employment Agreement with Genco dated as of September 21, 2007 (the Options shall immediately become vested “Genco Employment Agreement”) and exercisable if: (iy) such Change in Control is not a Change in Control as described in clause (i)(B) or (ii)(B) of the definition provided in Section 3.8(a) of the Plan; provided that in the event that the Participant’s employment terminates due to death or Permanent Disability, or (ii) with Genco does not terminate within three months of such Change in Control other than as a result of the Participant’s employment terminates within two years death or disability, such vesting shall occur exactly three months after a the Change in Control without Cause or for Good Reasonnotwithstanding such waiver. Further, providedFor the avoidance of doubt, in the event of the occurrence of a Change in Control and of the circumstances in clauses (x) and (y) above, if the Participant’s Retirementemployment with Genco does not terminate within three months of such Change in Control, the Restricted Stock shall become vested in full exactly three months after the Change in Control, and if the Participant’s employment with Genco terminates within three months of such Change in Control as a separate pro-rata portion result of each death or disability, then the Restricted Stock shall become vested in full in connection with such termination of employment with Genco. (c) In the three Tranches of Options (event the Participant is providing Service to the extent Company pursuant to the Participant’s Employment Agreement with the Company dated as of December 19, 2013 (the “Employment Agreement”) or is obligated to do so, and the Participant’s Service (as defined below) to the Company is terminated before all the shares of Restricted Stock are vested by the Company without cause (as defined in the Plan) or by the Participant for Good Reason (as defined in the Employment Agreement), then unvested) the Restricted Stock shall immediately become vested, based, for each Tranche, vested in full on the number of months worked from the Date of Grant until the date of Retirement divided such termination. (d) In the event the Participant is not providing Service to the Company pursuant to the Employment Agreement and is not obligated to do so pursuant to the Employment Agreement, and the Participant’s Service with the Company and Genco is terminated before all the shares of Restricted Stock are vested by the total number of months Company without cause (as defined in the Plan) or by the Participant for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each TrancheGood Reason (as defined in the Employment Agreement), the pro-rata portion that vests Restricted Stock shall only become exercisable vested in full on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Granttermination.

Vesting. The Options (a) Subject to the provisions of Section 1(a) and 3(d) of this Agreement, the RSUs granted under this Agreement shall vest and become exercisable as follows: [ratably over a three-year period, with one-third (1/3) of the Options shall vest and become exercisable RSUs vesting on each of the first three anniversaries from the Vesting Start Date (each, a “Vesting Date”) / in full on the [third (3rd) anniversary] / [fifth (5th) anniversary] of the Vesting Start Date](the “Vesting Date”)], provided that Grantee remains employed by, or otherwise continues to provide Services to, the Company or a Subsidiary from the Grant Date through the applicable Vesting Date. For purposes of Grant this Agreement, the “Vesting Start Date” shall mean . If the percentage of the aggregate number of RSUs scheduled to vest on a Vesting Date is not a whole number of shares, then the number vesting on such Vesting Date shall be rounded down to the nearest whole number of shares for each Vesting Date, except that the amount vesting on the final Vesting Date shall be such that 100% (each such one-third (1/3and for the avoidance of doubt, no more than 100%) of the Options which vest on each such anniversary aggregate number of RSUs shall be referred to herein cumulatively vested as a “Tranche”) unless previously of the final Vesting Date. Except as provided by this Agreement or the Plan, or as otherwise determined by the Committee, none of the RSUs shall be vested or forfeited in accordance with the Plan or this Agreement; provided, however, that prior to the extent then unvested, the Options Vesting Date. Any unvested RSUs shall immediately become vested and exercisable be forfeited if: : (i) such vesting has not been accelerated or waived pursuant to this Agreement or the Participant’s employment terminates due to death or Permanent DisabilityPlan, or and (ii) the Participant’s employment terminates within two years after a Change in Control without Cause Grantee ceases to be employed by, or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Trancheprovide Services to, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon Company or a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options Subsidiary prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantapplicable Vesting Date.

Vesting. The Options vesting of the RSUs that remain eligible to vest after December 31, 2016 pursuant to Section 5 is conditioned upon the Participant’s satisfaction of the vesting requirements set forth in this Section 6. (a) Except as may be accelerated as set forth in the Plan or as set forth below in this Section 6, and except as may be accelerated as set forth in any employment or consulting agreement between the Participant and the Corporation or an Affiliated Entity (as that term is defined in Section 7), the RSUs that remain eligible to vest after December 31, 2016 pursuant to Section 5 shall vest in three equal portions, on the first, second and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Award Date (the “Vest Date”), provided that the Participant has not incurred a Termination prior to such date. If an employment or consulting agreement provides for some degree of Grant (each such oneaccelerated vesting conditioned on the Participant signing a release, separation agreement or other post-third (1/3) Termination conduct, the forfeiture of the Options RSUs that remain eligible to vest after December 31, 2016 pursuant to Section 5 will be held in abeyance until the period for signing the release or separation agreement (and not rescinding it) or such other post-Termination conduct expires, at which vest on each such anniversary point a determination will be made by the Corporation or an Affiliated Entity as to whether the requirements for accelerated vesting have been met. If the criteria for accelerated vesting have been met, in the sole discretion of the Corporation or the Affiliated Entity, the Conversion Date for that portion of the RSUs shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with 60 days after the Plan or this Agreementdate of the Participant’s Termination; provided, however, in the event the Participant satisfies the Rule of 75 at the time of such Termination, the Conversion Date shall be the next regularly scheduled Vest Date. (b) Upon the Participant’s Termination due to death or Disability (as that term is defined in Section 7) prior to the extent then unvestedthird anniversary of the Award Date, the Options RSUs that remain eligible to vest after December 31, 2016 pursuant to Section 5 shall immediately become be fully vested and exercisable if: as of the last to occur of (i) the Participant’s employment terminates due date that the number of units eligible to death vest is determined pursuant to Section 5, or Permanent Disability, or (ii) the Participant’s employment terminates within two years Termination due to death or Disability. (c) Upon the Participant’s Termination due to Retirement (as that term is defined in Section 7) prior to the third anniversary of the Award Date, the RSUs that remain eligible to vest after December 31, 2016 pursuant to Section 5 shall vest on the last to occur of (i) the date that the number of units eligible to vest is determined pursuant to Section 5, or (ii) the date of the Participant’s Termination due to Retirement; provided however, if the Participant’s Termination due to Retirement occurs prior to December 31, 2016, then the amount eligible to vest shall be prorated and determined based on the product of (A) the lesser of (i) the number of days served during 2016 plus 90, divided by 366, and (ii) one; times (B) the number of RSUs eligible to vest pursuant to Section 5. Any RSUs which do not vest in accordance with the formula shall be forfeited. The Participant shall not be entitled to receive any Dividend Equivalents on forfeited RSUs. (d) Upon a Change in Control without Cause or for Good Reason. Further, provided, in prior to the event third anniversary of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reasonAward Date, the Compensation Committee mayof the Board of Directors of the Corporation (the “Committee”) may elect, in its sole discretion, waive any requirement for to accelerate the vesting then remaining and permitof some or all of the RSUs subject to this Agreement, for a specified period of time consistent in accordance with the first sentence of Section 4(b) hereof the exercise terms of the Options prior Plan. No provision of this Agreement shall require the Committee to accelerate such vesting upon a Change in Control or any other event. (e) To the extent any RSUs have not vested upon the Participant’s Termination pursuant to the satisfaction of such requirement. Any fractional Options that would result from application provisions of this Section 4(a) 6, those RSUs shall be aggregated and immediately forfeited upon the date of such Termination. Upon such forfeiture, the Participant shall vest no longer be entitled to receive Dividend Equivalents on the first anniversary of the Date of Grantsuch forfeited RSUs.

Vesting. (a) The Options shall vest as follows: (i) 1/36th of the shares subject to the Option shall be fully vested on the Effective Date; and (ii) subject to the terms herein and the Optionee continuing to perform services for the Company on each applicable vesting dates, the remaining 35/36th of the shares subject to the Option shall vest ratably and become exercisable as follows: one-third (1/3) in equal monthly tranches on the 11th day of each calendar month, based on the passage of time, over 35 consecutive months, commencing on July 11, 2021. Notwithstanding the foregoing, the Options shall vest and become exercisable on each in full upon the termination of the first three anniversaries Optionee’s employment or service with the Company without Cause (if termination is by the Company) or for Good Reason (if termination is by Optionee), as such terms are defined in the employment or service agreement of such Optionee or if such term or terms is not defined in the employment or service agreement or there is not an employment or service agreement, as defined in Section 10 of this Agreement. In lieu of fractional vesting, the number of Options shall be rounded up each time until fractional Options are eliminated. (b) Subject to Sections 3(c) and 4 of this Agreement, Options may be exercised by providing to the Company the Notice of Option Exercise in the form attached hereto as Exhibit A after vesting and remain exercisable until 5:30 p.m. New York time on the date that is the fifth (5th) year anniversary of the date of this Agreement. 1 The per share closing price on the day prior to the Effective Date to be inserted. (c) However, notwithstanding any other provision of Grant (each such one-third (1/3) this Agreement, at the option of the Board in its sole and absolute discretion, all Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or immediately forfeited in accordance with the Plan or this Agreement; provided, however, that to event any of the extent then unvested, the Options shall immediately become vested and exercisable iffollowing events occur: (i) The Optionee purchases or sells securities of the ParticipantCompany without written authorization in accordance with the Company’s employment terminates due to death or Permanent Disabilityixxxxxx xxxxxxx policy then in effect, orif any; (ii) The Optionee (A) discloses, publishes or authorizes anyone else to use, disclose or publish, without the Participant’s prior written consent of the Company, any proprietary or confidential information of the Company, including, without limitation, any information relating to existing or potential customers, business methods, financial information, trade or industry practices, sales and marketing strategies, employee information, vendor lists, business strategies, intellectual property, trade secrets or any other proprietary or confidential information or (B) directly or indirectly uses any such proprietary or confidential information for the individual benefit of the Optionee or the benefit of a third party; (iii) During the term of employment terminates within or service and for a period of two (2) years after thereafter, the Optionee disrupts or damages, impairs or interferes with the business of the Company or its Affiliates by recruiting, soliciting or otherwise inducing any of their respective employees to enter into employment or other relationship with any other business entity, or terminate or materially diminish their relationship with the Company or its Affiliates, as applicable; (iv) During the term of employment or service and for a Change period of one (1) year thereafter, the Optionee solicits or directs business of any person or entity who is (A) a customer of the Company or its Affiliates at any time or (B) solicited to be a “prospective customer” of the Company or its Affiliates, in Control without Cause any case either for such Optionee or for Good Reasonany other person or entity. FurtherFor purposes of this clause (v), provided“prospective customer” means a person or entity who contacted, in or is contacted by, the event Company or its Affiliates regarding the provision of services to or on behalf of such person or entity; provided that the Optionee has actual knowledge of such prospective customer; (v) The Optionee fails to reasonably cooperate to effect a smooth transition of the ParticipantOptionee’s Retirement, a separate pro-rata portion of each duties and to ensure that the Company is apprised of the three Tranches status of Options (to all matters the extent then unvested) shall immediately become vested, based, Optionee is handling or is unavailable for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s consultation after termination of employment or service of the Optionee if such availability is a condition of any agreement to which the Company and the Optionee are parties; (vi) The Optionee fails to assign all of such Optionee’s rights, title and interest in and to any and all ideas, inventions, formulas, source codes, techniques, processes, concepts, systems, programs, software, computer data bases, trademarks, service marks, brand names, trade names, compilations, documents, data, notes, designs, drawings, technical data and/or training materials, including improvements thereto or derivatives therefrom, whether or not patentable or subject to copyright or trademark or trade secret protection, developed and produced by the Optionee used or intended for any reasonuse by or on behalf of the Company or the Company’s clients; (vii) The Optionee acts in a disloyal manner to the Company, such as making comments, whether oral or in writing, that tend to disparage or injure (i) the reputation or business of the Company or its Affiliates, or is likely to result in discredit to, or loss of business, reputation or goodwill of, the Compensation Committee mayCompany or its Affiliates or (ii) its directors, officers or stockholders; or (viii) A finding by the Board that the Optionee has acted against the interests of the Company or in a manner that has or may have a detrimental effect on the Company. (d) For purposes of this Agreement, “Affiliate” means with respect to a person or entity, any other person or entity controlled by, in its sole discretioncontrol of or under common control with such person or entity, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise “controlled,” “controlled by,” and “under common control with” shall mean direct or indirect possession of the Options prior power to direct or cause the satisfaction direction of such requirement. Any fractional Options that would result from application management or policies (whether through ownership of this Section 4(avoting securities, by contract or otherwise) shall be aggregated and shall vest on the first anniversary of the Date of Granta person or entity.

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that Subject to the extent then unvestedParticipant’s not having a Termination of Relationship and except as otherwise set forth in Section 7 hereof, the Options shall become non-forfeitable and exercisable (any Options that shall have become non-forfeitable and exercisable pursuant to this Section 3, the “Vested Options”) as follows: a. in such percentages as on such dates as set forth on the Certificate of Grant of this Award under “Vesting Schedule”; or b. in the event of a Termination of Relationship as a result of the Participant’s death, Disability, or Retirement (other than a “Retirement with Notice” as defined below) (each, a “Special Termination”), the installment of Options scheduled to vest on the next Vesting Date immediately following such Special Termination shall immediately become vested Vested Options, and exercisable if:the remaining Options which are not then Vested Options shall be forfeited; c. upon a Termination of Relationship as a result of the Participant’s Retirement with Notice, any previously unvested Options shall remain outstanding and become Vested Options on the normal scheduled future Vesting Date(s); d. in the event of (i) the Participant’s employment terminates due to death or Permanent Disability, or occurrence of a Change of Control and (ii) thereafter, a Termination of Relationship of the Participant’s employment terminates within two years after a Change Participant by the Company or any of its Affiliates (or successors in Control interest) without Cause or by the Participant for Good Reason. Further, provided, in Reason that occurs prior to the event second anniversary of the Participant’s RetirementChange of Control, then each outstanding Option which has not theretofore become a separate pro-rata portion of each of the three Tranches of Options (Vested Option pursuant to the extent then unvestedSection 4(a) shall immediately become vested, based, for each Tranche, a Vested Option on the number of months worked from the Date of Grant until the date of such Termination of Relationship; or e. except as otherwise provided above with respect to a Special Termination or Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentenceswith Notice, upon a Participant’s termination Termination of employment Relationship for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise unvested portion of the Options prior to the satisfaction of such requirement. Any fractional Options Option (i.e. , that would result from application of this Section 4(aportion which does not constitute Vested Options) shall terminate and cease to be aggregated outstanding on the date the Termination of Relationship occurs and shall vest on the first anniversary of the Date of Grantno longer be eligible to become Vested Options.

Vesting. The Subject to the Optionee’s not having a Termination of Relationship prior to the applicable vesting date and except as otherwise set forth in Section 7, the Options shall vest become non-forfeitable and exercisable (any Options that shall have become non-forfeitable and exercisable as followspursuant to Section 4, the “Vested Options”) according to the following provisions: onefifteen-third percent (1/315%) of the Options shall vest and become exercisable Vested Options on each of the first three and second anniversaries of the Date of Grant Date, twenty-percent (each such one-third (1/320%) of the Options shall become Vested Options on the third anniversary of the Grant Date and twenty-five percent (25%) of the Options shall become Vested Options on each of the fourth and fifth anniversaries of the Grant Date. In the event of a Termination of Relationship as a result of the Optionee’s death or Disability, the Option composing the next applicable tranche of Options which has not theretofore vested pursuant to the immediately preceding sentence shall become Vested Options, and the remaining Options which are not Vested Options shall be forfeited. In the event of the consummation of a Change in Control, each Option which has not theretofore become a Vested Option and which is scheduled to vest on each of the remaining vesting dates based on anniversaries of the Grant Date will vest upon the earlier of (i) the Optionee’s continued employment with the Company for 18 months after such anniversary Change in Control or (ii) a Termination of Relationship by the Company or its Subsidiaries without Cause (as defined in Section 22) or by the Optionee with Good Reason (as defined in Section 22), in each case within 18 months following the consummation of such Change in Control. In all cases involving the consummation of a Change in Control, Options shall be referred otherwise continue to herein as a “Tranche”) unless previously vested or forfeited vest in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event terms of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary 4. Except as otherwise provided herein, all unvested Options will immediately terminate upon a Termination of the Date of GrantRelationship.

Vesting. The Options (a) Subject to the Participant’s continued service as an Employee of the Company, the RSUs shall vest and become exercisable as follows: non-forfeitable with respect to one-third (1/3) of the Options RSUs initially granted hereunder on each of (i) the first anniversary of the Grant Date, (ii) the second anniversary of the Grant Date, and (iii) the third anniversary of the Grant Date (pro-rata vesting). (b) Once vested, the RSUs shall be paid to Participant in Shares as soon as administratively practicable, but not later than thirty (30) days, after their applicable vesting date. (c) 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 instead only vest and become exercisable on each non-forfeitable when such fractional Shares aggregate whole Shares. (d) If the Participant’s service as an Employee of the first three anniversaries Company is terminated for any reason other than due to the Participant’s death or Disability, or due to Participant’s Retirement (as defined below), the RSUs shall, to the extent not then vested, be forfeited by the Participant without consideration. (e) In the event that Participant’s employment is terminated by reason of death, Disability or Retirement of the Participant within the first year following the Grant Date of Grant (each such one-third (1/3) this Agreement, Participant shall be entitled to vest in the RSUs that would have otherwise vested had service continued through the first anniversary of the Options which Grant Date, with such RSUs vesting on that date. All RSUs that do not vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to preceding sentence shall be forfeited and cancelled automatically at the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event time of the Participant’s death, Disability or Retirement. In the event that Participant’s employment is terminated by reason of death, a separate pro-rata portion Disability or Retirement after the first year following the Grant Date of each of the three Tranches of Options (this Agreement, Participant shall be entitled to the extent then unvested) shall immediately become vested, based, for each Tranche, vest in all remaining unvested RSUs on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options same dates they would have otherwise become vestedvested had Participant’s employment continued through such dates. (f) For purposes of this Agreement, provided however, that, for each Tranche, the pro-rata portion that vests “Retirement” shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a mean Participant’s termination of employment for any reasonreason (other than for Misconduct as defined in Appendix A to this Agreement) after: (a) Participant has attained age 55 and completed at least seven (7) years of continuous service as an employee of the Company or an Affiliate; or (b) Participant has attained age 65. Notwithstanding the foregoing, if the Compensation Committee mayCompany determines, in its sole discretion, waive that Participant has violated any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior Obligations in Appendix A to this Agreement, the satisfaction of such requirement. Any fractional Options Participant shall not be deemed to be eligible for Retirement and all RSUs that would result from application of this Section 4(a) have not been settled shall be aggregated and shall vest on the first anniversary forfeited effective as of the Date of Grantdate that the violation first occurred.

Vesting. The Options (a) Subject to paragraph 2(b) and the Maximum Cap described below, and except as otherwise provided in paragraph 2(c)(iv), the number of Phantom Shares that shall vest and become exercisable as follows: one-third (1/3) of on the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary Vesting Date, if any, shall be referred to herein as a “Tranche”) unless previously vested or forfeited calculated in accordance with Exhibit A attached hereto based upon the Plan or this Agreementachievement of the performance goals set forth on Exhibit A (the “Performance Goals”) during the period (the “TSR Performance Period”) beginning on January 1, 202_ and ending on the Vesting Date; providedprovided that, however, that to the extent then unvestedthat any fractional Shares result, the Options number of Phantom Shares eligible for settlement (as set forth in paragraph 4) shall immediately become vested be rounded down to the nearest whole share. (b) Except as otherwise provided in this paragraph 2, if the Grantee experiences a Termination of Service for any reason prior to the Vesting Date, the Phantom Shares shall, with no further action, be forfeited and exercisable ifcease to be outstanding as of the Grantee’s Termination of Service. (c) The following terms shall apply in the event of a Termination of Service: (i) the Participant’s employment terminates due Subject to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, providedparagraph 2(c)(iv), in the event that, prior to the Vesting Date, the Grantee experiences a Termination of Service by the Company without Cause (as 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 5(k) of the Participant’s RetirementEmployment Agreement relating to execution of a release, the Grantee shall vest in a separate pro-rata portion of each the Phantom Shares as of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the Vesting Date. The pro-rata portion shall be calculated as the number of Phantom Shares that vests shall only become exercisable would have vested on the date each such Tranche would have otherwise become vested under Vesting Date based upon achievement of the schedule described above Performance Goals if the Grantee remained employed through the Vesting Date, multiplied by a fraction, (x) the numerator of which is the number of days in this Section 4(athe TSR Performance Period that elapse through the anniversary of the Grant Date that immediately follows the Grantee’s Termination of Service (but not beyond the Vesting Date) absent such Retirementand (y) the denominator of which is 1,095. Notwithstanding the foregoing sentencesforegoing, in the event that in connection with the Grantee’s Termination of Service the Company, the Company is managed by an external manager pursuant to a management and advisory contract and such external manager has provided the Grantee with an offer of employment (A) on economic terms that are at least substantially equivalent in form and economic substance (and not in the aggregate) to those provided to the 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 requirements of (A) and (B), a “Qualifying Offer”), then, regardless of whether the Grantee accepts such offer of employment, this paragraph 2(c)(i) shall have no effect and the Grantee shall not be entitled to receive the vesting described in this paragraph 2(c)(i) or paragraph 2(c)(iv). 2 Note to draft: To be equal to two times the Relative TSR Target Shares. (ii) Subject to paragraph 2(c)(iv), in the event that, prior to the Vesting Date, the Grantee experiences a Termination of Service on account of the Grantee’s death or Disability (as defined in the Employment Agreement), then the number of Phantom Shares that shall vest, if any, on the Vesting Date shall be the number of Phantom Shares that would have vested on the Vesting Date based upon achievement of the Performance Goals if the Grantee remained employed through the Vesting Date; provided that, such vesting shall be subject to Section 5(k) of the Employment Agreement relating to execution of a Participantrelease, if the Grantee experiences a Termination of Service on account of the Grantee’s Disability. (iii) Subject to paragraph 2(c)(iv), in the event that, prior to the Vesting Date, 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 number of Phantom Shares that shall vest, if any, on the Vesting Date shall be the number of Phantom Shares that would have vested on the Vesting Date based upon achievement of the Performance Goals if the Grantee remained employed through the Vesting Date. 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 period of time following termination of employment; provided that, the Executive provides the Company with at least nine months prior written notice (or such shorter notice period as determined by the Board in its discretion) of the Grantee’s termination of employment for any reason, (and continues in active employment during such notice period) and the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period Board approves such Termination of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.Service as an Eligible Early Retirement.3

Vesting. (a) The Options Restricted Shares shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) Provided that Employee remains continuously in Employment by the ParticipantCompany until the Vesting Date (as defined herein) and the sum of the after-tax net income per diluted share for the Company’s employment terminates due fiscal years ended February 28, 2007, February 29, 2008 and February 28, 2009, as shown on the Company’s audited financial statements, is at least equal to death the Cumulative Target (as defined herein), Employee will become vested in the Restricted Shares on the Vesting Date. As soon as practicable after the completion of the Company’s audited financial statements for the Company’s fiscal year ended February 28, 2009, the Company shall determine the cumulative after-tax net income per diluted share for the Company’s fiscal years ended February 28, 2007, February 29, 2008 and February 28, 2009. Such determination by the Company shall be final and binding on the Company and Employee and shall not be subject to contest or Permanent Disabilitychallenge. For purposes of determining whether an employee has been continuously employed, orany leave of absence for periods and purposes conforming to the personnel policies of the Company and approved by the Committee shall not be deemed to be an interruption of continuous service. (ii) Subject to Paragraph 2(f) and (g) hereof, Employee will become vested in a Pro Rata Share (as defined herein) of the ParticipantRestricted Shares upon the occurrence of a Vesting Event (as defined herein) provided that (A) Employee is actively employed by the Company on the effective date of such Vesting Event and (B) the Company is on track to meet the Cumulative Target at the end of the fiscal quarter coincident with or next preceding the Vesting Event (the “Fiscal Quarter”). The Company will be determined to be on track to meet the Cumulative Target if the sum of (y) the Company’s employment terminates within two after-tax net income per diluted share equals or exceeds the Target (as defined herein), or, if applicable, the sum of the Targets, for the Company’s fiscal year(s) that ended prior to or coincident with the Fiscal Quarter and (z) if the Fiscal Quarter does not end on the last day of a fiscal year, the Company has earned a pro rata portion of the Target, as adjusted for seasonality and other factors if and to the extent the Committee deems appropriate, for the fiscal year which ends after the Fiscal Quarter. As soon as practicable after the completion of the Company’s audited financial statements for the Fiscal Quarter and any fiscal years after a Change in Control ending prior to the Fiscal Quarter, the Company shall determine whether it is on track to meet the Cumulative Target, as set forth above. Such determination by the Company shall be final and binding on the Company and Employee and shall not be subject to contest or challenge. Any unvested Restricted Shares that do not become vested as hereinabove provided shall remain unvested, and concurrent with the effective date of Employee’s Termination of Employment, Employee shall forfeit all of the Restricted Shares. On such date, all such Restricted Shares shall be transferred to the Company without consideration. (iii) In the event that Employee’s Employment by the Company is terminated for any reason other than death, Permanent Disability (as defined herein), Retirement (as defined herein) or termination by the Company without Cause or for Good Reason(as defined herein), Employee’s rights to receive any unvested Restricted Shares shall remain unvested, and concurrent with the effective date of such termination of employment, Employee shall forfeit all of the Restricted Shares. FurtherOn such date, providedall such Restricted Shares shall be transferred to the Company without consideration. (b) Notwithstanding the foregoing, the Committee reserves the discretion to change the Targets and the Cumulative Target in the event of the Participant’s Retirementunforeseen events such as changes in law, regulations or rulings; changes in accounting principles or practices; or a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vestedmerger, basedacquisition, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantdivestiture or other significant transaction.

Vesting. The Options shall Restricted Shares that have not previously been forfeited will vest in the numbers and become exercisable as follows: one-third (1/3) on the dates specified in the Vesting Schedule at the beginning of this Agreement. In addition, the Restricted Shares that have not previously vested or been forfeited will vest immediately upon the first to occur of the Options following events: (i) death of the Employee; (ii) Total Disability of the Employee; and, (iii) a Change of Control as defined in the Plan. Notwithstanding the foregoing, the number of Restricted Shares vesting on each date specified in the Vesting Schedule at the beginning of this Agreement may be reduced based upon the relationship of the Company’s actual fully-diluted earnings-per-share (“EPS”) for 2013 to budgeted EPS for 2013 and the achievement of positive net income for 2013, as specifically set forth on Exhibit A attached hereto, as such targets may be amended from time-to-time by the Board. The Committee shall vest determine whether the performance hurdle was achieved as promptly as practicable following review of the Company’s audited fiscal 2013 financial results. In the event that a reduction is applied to the Vesting Schedule at the beginning of this Agreement (a) such a reduction shall occur immediately upon determination by the Committee that the performance hurdle was not achieved and become exercisable (b) if such reduction would cause the number of Restricted Shares subject to vesting on each date specified in the Vesting Schedule to be a fraction of a share, the number of Restricted Shares subject to vesting on each of the first three anniversaries of two dates specified in the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary Vesting Schedule shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that rounded down to the extent then unvested, nearest whole-share while the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due number of Restricted Shares subject to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of vesting on each of the three Tranches of Options (last two dates specified in the Vesting Schedule shall be rounded up to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pronearest whole-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantshare.

Vesting. The Options (a) This Option shall vest, meaning that the Participant shall earn the right to exercise the Shares, only as set forth in this Section 2; provided that the right to exercise shall be further governed by Section 3 below. Subject to the Participant’s continued employment with the Company, the Option shall vest and become exercisable as follows: with respect to one-third (1/3) of the Options Shares initially covered by the Option on each November 1 of 2005, 2006 and 2007, so that assuming such continued employment the Participant will be fully vested in and able to exercise the Option as to all the Shares on November 1, 2007 (the “Fully Vested Date”). At any time, the portion of the Option that has become vested and exercisable as described above (or pursuant to Section 2(b) or 2(c) below) is hereinafter referred to as the “Vested Portion.” (b) If prior to the Fully Vested Date, the Participant’s employment with the Company is terminated by the Company without Cause (as defined in Section 3) or by the Participant for Good Reason (as defined in Section 3), the Option (i) shall vest and become exercisable on each with respect to the portion of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, Option that to the extent then unvested, the Options shall immediately otherwise would have become vested and exercisable if:within the 12 months immediately succeeding such termination of employment, and (ii) to the extent not then vested, shall 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); provided however that if a termination under the circumstances set forth above occurs on a vesting date, the Participant shall vest in the number of Shares that vest and become exercisable on that vesting date and he shall not be entitled to vest in or become able to exercise any additional Shares. (c) If the Participant’s employment with the Company is terminated by reason of the Participant’s death or Disability (as defined in Section 3), the Option shall, to the extent not then vested and exercisable, become fully vested and exercisable, and such Vested Portion shall remain outstanding for the period set forth in Section 3(a). (d) If the Participant’s employment with the Company is terminated for any reason not described in Sections 2(b) or 2(c), the Option shall, to the extent not then vested and exercisable, 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 provisions of this Agreement to the contrary, in the event that the Participant’s employment is terminated by the Company and its Subsidiaries without Cause or by the Participant for Good Reason during the six-month period immediately following a Change of Control (as defined below), the Option shall, to the extent not then vested and not previously canceled, immediately become fully vested and exercisable. For purposes of this Agreement, “Change of Control” shall mean the occurrence of any of the following: (i) the Participant’s employment terminates due sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to death any “person” or Permanent Disability“group” (as such terms are used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act (as defined in the Plan)) other than the Permitted Holders (as defined below), or (ii) any person or group, other than the Participant’s employment terminates within two years Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 60% of the total voting power of the voting stock of the Company, including by way of merger, consolidation or otherwise, (iii) the consummation of any transaction or series of transactions pursuant to which the Company is merged or consolidated with any other company, other than a Change in Control without Cause or for Good Reason. Further, provided, transaction which would result in the event shareholders of the Participant’s Retirement, a separate pro-rata portion of each Company (and their Affiliates (as defined in the Plan)) immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the three Tranches surviving entity) more than 50% of Options the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such transaction or (iv) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board (as defined in the Plan) (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company, then still in office, who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the extent Board, then unvested) in office. “Permitted Holders” shall immediately become vestedmean, based, for each Tranche, on the number as of months worked from the Date of Grant until the date of Retirement divided by the total number determination, any and all of months for which that particular Tranche (i) Hitachi, Ltd. and any of Options would have otherwise become vestedits Affiliates, provided however(ii) Clarity Partners, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination L.P. and any of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.Affiliates

Vesting. The Options Subject to the provisions contained herein, your option will vest as provided in your Grant Notice. Vesting will cease upon the termination of your Continuous Service. Notwithstanding the foregoing, the following provisions shall vest apply: (a) In the event your Continuous Service is terminated due to your Disability, then the vesting and become exercisable 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 follows: oneis determined by the Board) after the date of such termination. (b) 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-third six (1/336) months (or such lesser period of time as is determined by the Board) after the date of such termination. (c) In the event of either a Change in Control or a Corporate Transaction that is not a license, and you have not terminated your Continuous Service prior to the effective date of the Options shall vest Change in Control or Corporate Transaction, then the vesting and become exercisable on each exercisability of your option will be accelerated in full upon the first three anniversaries effective date of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested Change in Control or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if:Corporate Transaction. (i) If any payment or benefit you would receive from the Participant’s Company or otherwise in connection with a Change in Control or other similar transaction (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of 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) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment terminates due taxes, income taxes, and the Excise Tax (all 1. computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to death or Permanent Disabilitythe Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, orthe reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (ii) Notwithstanding the Participant’s employment terminates foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the 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 two years after 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 Company for general tax compliance purposes as of the day prior to the effective date of a Change in Control without Cause triggering the Payment shall perform the aforementioned calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for Good Reasonthe individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. FurtherThe 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, providedtogether with detailed supporting documentation, in to you and the event 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 Reduced Amount was determined pursuant to clause (x) of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application paragraph of this Section 4(a1(c) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you shall be aggregated and shall vest on promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first anniversary paragraph of this Section 1(c) so that no portion of the Date remaining Payment is subject to the Excise Tax. For the avoidance of Grantdoubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section 1(c), you shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Vesting. The Options Subject to the terms and conditions of this Agreement, the Option granted pursuant to this Agreement shall vest and become exercisable as follows: oneto twenty-third five percent (1/325%) of the Options shall vest and become exercisable Option Shares subject thereto on each of the first three first, second, third and fourth anniversaries of the Grant Date of Grant (each such one-third a “Vesting Date”), provided that the Participant’s Termination Date has not occurred before the applicable Vesting Date. Notwithstanding the foregoing: (1/3a) [Include for Grants in 2015 and 2016] if the Participant’s Termination Date occurs prior to a Vesting Date due to a Qualifying Termination (as defined in the Executive Employment Agreement between the Company and the Participant dated August 8, 2013 (the “Employment Agreement”)) and if the Release Requirements (as defined in the Employment Agreement) are satisfied as provided in Paragraph 4(b) of the Options which Employment Agreement, then the Option shall immediately vest on each such anniversary with respect to all Option Shares then subject thereto; (a) [Include for Grants in 2017 and Later] if the Participant’s Termination Date occurs prior to a Vesting Date due to a Qualifying and if the Release Requirements are satisfied as provided in paragraph 4(b) of the Employment Agreement, then the Option shall be referred immediately vest with respect to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreementall Option Shares then subject thereto; provided, however, that if the Participant’s Termination Date occurs at the end of the Term of the Employment Agreement pursuant to the extent then unvestedlast sentence of paragraph 2(a) thereof, this paragraph (a) shall not apply with respect to the Options shall immediately become vested Option or any of the Option Shares subject thereto; (b) if the Participant’s Termination Date occurs prior to a Vesting Date due to a Qualifying Termination and exercisable if: (i) on or within six (6) months prior to a Change in Control and at a time when the Company is a party to a letter of intent relating to transactions which, if consummated, would constitute a Change in Control or the Company is in negotiations regarding a transaction which if consummated, would constitute a Change in Control, (ii) within three (3) months prior to a Change in Control, or (iii) on or within two (2) years following a Change in Control, then the Option shall immediately vest with respect to all Option Shares then subject thereto; (c) if the Participant’s employment terminates Termination Date due to death or Permanent DisabilityDisability (as defined in the Employment Agreement), or the Option shall immediately vest with respect to that number of Option Shares subject to the Option that would have otherwise vested on a Vesting Date occurring during the one (ii1) year period following the Termination Date. Except as specifically provided above, any portion of the Option that is not vested upon the Participant’s employment terminates within two years after a Change in Control without Cause or for Good ReasonTermination Date shall immediately expire and shall be forfeited and the Participant shall have no further rights with respect thereto, including the right to exercise the Option. Further, provided, in The Participant may only exercise the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (Option with respect to Option Shares to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each Option is vested with respect to such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining Option Shares and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior if and to the satisfaction of such requirement. Any fractional Options extent that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantOption is otherwise exercisable.

Vesting. The Options shall vest and become exercisable Except as follows: one-third (1/3) of otherwise provided in this Section 2 or in the Plan or as approved by the Administrator, the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; providedterms of these Terms and Conditions (including the Notice and the Plan), howeveras follows (the occurrence of each such event described in Section 2(a)-(d), that to the extent then unvested, a “Vesting Event”): (a) the Options shall immediately become vested and exercisable if: on the earliest to occur of the (i) vesting dates set forth in the Participant’s employment terminates due to death or Permanent DisabilityNotice (each, or a “Vesting Date”), (ii) the Participant’s death and (iii) the Participant’s Disability, subject in each case to the Participant’s continued employment terminates within two years after with the Company or its Affiliate through such date; (b) upon the occurrence of a Change in Control without Cause or for Good Reason. FurtherControl, provided, all then outstanding unvested Options shall be treated as provided in the event of Plan; (c) if the Participant’s Retirementemployment terminates in a Special Termination prior to the Vesting Date, then (i) a separate pro-pro rata portion of each the Options shall become vested as of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by such termination based on the total number portion of months for which the vesting period that particular Tranche has elapsed as of such date and (ii) the balance of the Options would have otherwise shall remain outstanding and unvested and shall become vestedvested on the applicable Vesting Date provided (A) the Participant has not violated Section 13(b) through the Vesting Date and (B) the Participant has provided annual certification of such ongoing compliance with Section 13(b) in writing to the Company on each anniversary of the Grant Date (if any) that occurs following such Special Termination and prior to the Vesting Date, provided howeverand a final certification to such effect prior to (but no more than 90 days prior to) the Vesting Date; provided, that, for each Trancheif such termination occurs within one year following a Change in Control, the pro-rata portion that vests Options shall only immediately vest in full upon such termination; and (d) if the Participant’s employment terminates in a Qualifying Retirement (as defined below) prior to the Vesting Date, the Options shall become exercisable vested on the date Vesting Dates set forth in the Notice provided (i) the Participant has not violated Section 13(b) through the applicable Vesting Date and (ii) the Participant has provided annual certification of such ongoing compliance with Section 13(b) in writing to the Company on each anniversary of the Grant Date (if any) that occurs following such Tranche would have otherwise become vested under Qualifying Retirement and prior to the schedule described above applicable Vesting Date, and a final certification to such effect prior to (but no more than 90 days prior to) the applicable Vesting Date. For purposes of these Terms and Conditions, employment with the Company will be deemed to include employment with, or, if approved by the Administrator, other service to, the Company or Company’s Affiliates, but in this Section 4(a) absent the case of employment with or service to an Affiliate, only during such Retirementtime as such Affiliate is an affiliate of the Company. Notwithstanding anything contained in these Terms and Conditions to the foregoing sentences, upon a Participant’s termination of employment for any reasoncontrary, the Compensation Committee mayAdministrator, in its sole discretion, waive may accelerate the vesting of any requirement for vesting then remaining Options, at such times and permit, for a specified period of time consistent with upon such terms and conditions as the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) Administrator shall be aggregated and shall vest on the first anniversary of the Date of Grantdetermine.

Vesting. (a) The Options shall vest and become exercisable as follows: one-third Performance Shares (1/3if any) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that credited to the extent then unvested, the Options Grantee’s account pursuant to Section 2 hereof shall immediately become vested and exercisable ifnonforfeitable on the Vesting Date set out in this Award Agreement, provided that the Grantee remains in the continuous employment or other service of the Company and its Subsidiaries through the Vesting Date, except as otherwise provided herein. (b) Notwithstanding Section 3(a), if the Grantee’s continuous employment or other service with the Company and its Subsidiaries terminates prior to the Vesting Date as a result of the Grantee’s death, a pro rata portion of the Performance Shares shall become vested, determined by multiplying the target number of Performance Shares by a fraction, the numerator of which is the number of days of continuous employment or other service completed by the Grantee after the Grant Date of the Performance Shares and the denominator of which is 1096. (c) Notwithstanding Section 3(a), if the Grantee’s continuous employment or other service with the Company and its Subsidiaries terminates prior to the Vesting Date as a result of the Grantee’s Disability or Retirement (defined as the Grantee’s voluntary termination of employment with the consent of the Administrator (or the Administrator’s delegate) at or after age 60 with at least five years of service with the Company and its Subsidiaries), a pro rata portion of the Performance Shares shall become vested, effective as of December 31, 2017, determined by multiplying the number of Performance Shares that would have been earned pursuant to Section 2 hereof, based upon actual achievement of the applicable Performance Goals if the Grantee had remained in the continuous employment or other service of the Company and its Subsidiaries through the last day of the third Performance Period, by a fraction, the numerator of which is the number of days of continuous employment or other service completed by the Grantee after the Grant Date of the Performance Shares and the denominator of which is 1096. (d) In the event of a Change in Control prior to the Vesting Date: (i) If the ParticipantPerformance Shares are honored, assumed or substituted in the form of an Alternative Award, and the Grantee’s continuous employment or other service with the Company and its Subsidiaries is terminated after the Change in Control and prior to the Vesting Date (A) by the Company or a Subsidiary without Cause, or (B) if the Grantee is covered by a severance plan, employment agreement or offer letter with the Company or a Subsidiary that provides for severance benefits in the event of a termination by the Grantee for Good Reason, by the Grantee for Good Reason, then the Performance Shares, to the extent not previously vested or forfeited, will vest, without pro ration and effective upon such termination of the Grantee’s employment terminates due with the Company and its Subsidiaries, as follows: (x) with respect to death or Permanent Disabilityany Performance Period completed prior to the date of such termination of employment, orthe number of Performance Shares earned pursuant to Section 2 hereof, based upon actual achievement of the applicable Performance Goals with respect to such Performance Period, shall become vested, and (y) with respect to any Performance Period not completed prior to the date of such termination of employment, the portion of the target number of Performance Shares allocated to such Performance Period shall become vested. (ii) If the Participant’s employment terminates within two years after a Performance Shares are not honored, assumed or substituted in the form of an Alternative Award, then the target number of Performance Shares will vest in full, without pro ration, effective upon such Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options Control. (to the extent then unvestede) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application For purposes of this Section 4(a) shall be aggregated and shall vest on 3, the first anniversary continuous employment or other service of the Date Grantee with the Company and its Subsidiaries shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an Employee of Grantthe Company and its Subsidiaries, by reason of the transfer of his or her employment or other service among the Company and its Subsidiaries.

Vesting. The Options [Cliff Vesting - If the Participant does not have a termination of service through the last day of the Restriction Period, the Participant's right to receive 100% of the Restricted Shares shall vest and become exercisable as follows: one-third (1/3) without further risk of forfeiture. If the Participant's termination of service before the end of the Options Restriction Period is due to the Participant's death, disability, as defined in the First Charter Corporation Comprehensive Stock Option Plan, ("Disability"), or retirement with the consent of the Committee ("Retirement"), all of the Restricted Shares shall vest.] [Graduated Vesting (assuming a three-year period; other durations could be used) - If the Participant has a termination of service prior to the end of the Restricted Period, the Participant's right to the Restricted Shares shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; providedfollowing schedule: (a) If the termination of service occurs before _____________, however, that to 20__ (the extent then unvested"Initial Vest Date"), the Options Participant shall immediately become vested and exercisable if:forfeit all of the Restricted Shares; (b) If the Termination of Service occurs on or after the Initial Vest Date, (i) One-third of the Participant’s employment terminates due to death or Permanent Disability, orRestricted Shares shall vest on the Initial Vest Date; (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event One-third of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and Restricted Shares shall vest on the first anniversary of the Date Initial Vest Date; and (iii) One-third of Grantthe Restricted Shares shall vest on the second anniversary of the Initial Vest Date. ] If the Participant's termination of service before the end of the Restriction Period is due to the Participant's death, disability, as defined in the First Charter Corporation Comprehensive Stock Option Plan, ("Disability"), or retirement with the consent of the Committee ("Retirement"), all of the Restricted Shares shall vest.] Any provision of this Agreement to the contrary notwithstanding, the Committee may in its sole and absolute discretion at any time before, or within 120 days after, the date of such termination of service determine that some or all of such Restricted Shares shall be free of restrictions and shall not be forfeited.

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3a) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that Subject to the extent then unvestedterms of this Section 3, the Options Stock Units shall immediately become vested and exercisable if: (i) [ ], provided that the Participant’s employment terminates due Participant continues to death be employed by, or Permanent Disabilityprovide services to, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked Employer from the Date of Grant until the date [applicable] Vesting Date. (b) The vesting of Retirement divided 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 number of Stock Units that vest shall be rounded down to the nearest whole Stock Unit and the fractional Stock Units will be accumulated so that the resulting whole Stock Units will be included in the number of Stock Units that become vested on the last Vesting Date. [Notwithstanding Section 3(a) above, upon the Participant’s termination of employment or service from the Employer on account of the Participant’s (i) Disability, (ii) Retirement, (iii) death, or (iv) termination by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each TrancheEmployer without Cause, the pro-rata portion Participant shall be treated for vesting purposes as though the Participant remained employed or providing service to the Employer through the next subsequent Vesting Date following Participant’s termination, meaning the Participant shall vest in the Stock Units that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under as of such next subsequent Vesting Date provided, however, the schedule described above in this Company has the right to reduce or change the amount depending on the facts and circumstances.]/[Notwithstanding Section 4(a3(a) absent such Retirement. Notwithstanding above, the foregoing sentences, Stock Units shall vest on a pro-rata basis upon a the Participant’s termination of employment or service from the Employer on account of the Participant’s (i) Disability, (ii) Retirement, (iii) death, (iv) resignation for any reasonGood Reason or (v) termination by the Employer without Cause; provided, however, the Compensation Committee may, in its sole discretion, waive any requirement for Company has the right to reduce or change the amount depending on the facts and circumstances. Pro-rata vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on determined by dividing (i) the first anniversary total number of days the Participant was employed from the Date of GrantGrant through the date of termination of employment or service with the Employer by (ii) the total number of days between the Date of Grant and the Vesting Date.] (c) Except as otherwise provided in a written employment agreement or severance agreement entered into by and between the Participant and the Employer, in the event of a Change of Control before all of the Stock Units vest in accordance with Section 3(a) above, the provisions of the Plan applicable to a Change of Control shall apply to the Stock Units, and, in the event of a Change of Control, the Committee may take such actions with respect to the vesting of the Stock Units as it deems appropriate pursuant to the Plan.

Vesting. The Options shall vest Except as specifically provided in this Agreement and become exercisable as follows: one-third (1/3) of subject to certain restrictions and conditions set forth in the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvestedPlan, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and Awarded Shares shall vest on the first anniversary of the Date of Grant, provided that the Participant is employed by (or if the Participant is a Consultant or an Outside Trustee, is providing services to) the Company or a Subsidiary on such anniversary. All Awarded Shares not previously vested shall immediately become fully vested upon (i) the Participant’s death; (ii) the Participant’s Termination of Service as a result of the Participant’s Total and Permanent Disability; (iii) the occurrence of a Change in Control, if and to the extent that this Award is not continued, assumed or converted into a replacement award or awards in connection with such Change in Control or (iv) as specifically provided in the Employment Agreement. In the event that the Participant’s Termination of Service is due to Retirement and the Participant has provided the Company with at least twelve months’ advance written notice of the Participant’s Retirement date (unless the notice period is waived by the Committee in its sole discretion) and has remained in employment in good standing until the Participant’s Retirement date, then on the Participant’s Retirement date, a pro-rata portion of the Awarded Shares shall vest and become nonforfeitable, calculated by multiplying the number of Awarded Shares by a fraction, the numerator of which is the number of months from the Date of Grant through the date of Termination of Service (rounding any partial month to the next whole month) and the denominator of which is twelve. Any Awarded Shares (and related dividends) that were unvested at the date of Termination of Service and that exceed the pro-rata portion of the Awarded Shares that become vested and nonforfeitable under this paragraph shall be forfeited.

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3A) On the last day of the Options Measurement Period, the PRSU Shares stated on the Acceptance Page shall vest be adjusted pursuant to the Specific Performance Goals as set forth on Exhibit A attached hereto, and after the adjustment, become exercisable on each the total number of the first three anniversaries of Vested Shares that will be used to settle the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this AgreementPRSUs under section 1(d); provided, however, that (x) if the Recipient’s employment or engagement with the Company or any Subsidiary is terminated before the Vesting Start Date for any reason, (y) if the Recipient retires, dies or becomes Disabled before the last day of the Measurement Period, or (z) if a Sale Event4 takes place prior to the extent then unvestedVesting Start Date and the surviving or acquiring entity or the new entity resulting from the Sale Event refuses to assume or continue the PRSUs or to substitute a similar equity award, the Options PRSUs shall be forfeited in their entirety and no distribution or payment of any amount under such PRSUs shall ever be made to the Recipient. For clarity, any PRSUs, assumed, continued or substituted following the Sale Event (that takes place prior to the Vesting Start Date) will be subject to section 2(B) below. (B) Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3, following the Measurement Period, the PRSUs shall vest (that is, the Restricted Period with respect thereto shall terminate) pursuant to the Vesting Schedule; provided, however, that the unvested PRSUs shall vest in full (a) on the date immediately become vested preceding the effective date of the Date, he or she shall be considered a Specified Employee for the 12-month period commencing on the February 1st immediately following the Specified Employee Identification Date (i.e., from February 1st to the following January 31st), even if he or she is no longer employed or engaged by the Company on or after the Specified Employee Identification Date. For the purposes of this section 1(d), a “Specified Employee” shall mean: • the Recipient owns 5% or more of all outstanding Common Stock; • the Recipient owns 1% or more of all outstanding Common Stock and exercisable if: has an annual compensation of more than $150,000; and/or • the Recipient is among the top 50 most highly-compensated officers of the Company and the Subsidiaries forming a controlled group of corporations within the meaning of Code section 1563(a) (based on total W-2 compensation plus elective 401(k) plan deferrals) and has an annual compensation exceeding the indexed dollar limit then in effect pursuant to Treas. Reg. § 1.409A-1(i) promulgated under Code (which is $180,000 for 2019). 4 A “Sale Event” shall mean (i) the Participant’s employment terminates due sale or other disposition of all or substantially all of the assets of the Company or the Subsidiary that employs or engages the Recipient, including a majority or more of all outstanding stock of the Subsidiary, on a consolidated basis to death one or Permanent Disabilitymore unrelated persons or entities, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause Control, or (iii) the sale or other transfer of outstanding Common Stock to one or more unrelated persons or entities (including by way of a merger, reorganization or consolidation in which the outstanding Common Stock are converted into or exchanged for Good Reason. Furthersecurities of the successor entity) where the stockholders of the Company, providedimmediately prior to such sale or other transfer, would not, immediately after such sale or transfer, beneficially own shares representing in the event aggregate more than 50 percent of the Participant’s Retirement, a separate pro-rata portion of each voting shares of the three Tranches acquirer or surviving entity (or its ultimate parent corporation, if any). For the purpose of Options sub-section (to the extent then unvestediii) shall immediately become vestedof this definition, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise voting shares of the Options acquirer or surviving entity (or its ultimate parent, if any) received by stockholders of the Company in exchange for Common Stock shall be counted, and any voting shares of the acquirer or surviving entity (or its ultimate parent, if any) already owned by stockholders of the Company prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) transaction shall be aggregated and shall vest on the first anniversary of the Date of Grant.disregarded. 3 | P a g e 01435\040\8330589.v3

Vesting. The Options shall vest and become exercisable (a) Except as follows: otherwise provided herein, the restrictions described in Section 3 above will lapse with respect to one-third (1/31/3rd) of the Options shall vest and become exercisable Restricted Stock Units on each of the first three anniversaries anniversary of January 20, 2022 (the “Vesting Commencement Date”), the second anniversary of the Vesting Commencement Date and the third anniversary of Grant the Vesting Commencement Date (each such date, a “Vesting Date”); provided, that, the Participant is still employed by the Company (“Continuous Service”) on the applicable Vesting Date. Except as otherwise provided in this Section 4, if the Participant’s Continuous Service terminates for any reason at any time prior to a Vesting Date, the outstanding unvested Restricted Stock Units will be automatically forfeited for no consideration and all of the Participant’s rights to such Restricted Stock Units shall immediately terminate. (b) Notwithstanding the foregoing, if the Participant’s Continuous Service is terminated by the Company without Cause (as defined in that certain Executive Chairman Agreement, dated as of the date hereof, by and between the Company and Participant (as may be amended from time, the “Executive Chairman Agreement”)) (excluding due to the Participant’s death or Disability) or by the Participant for Good Reason (as defined in the Executive Chairman Agreement) (a “Qualifying Termination”), in each case, subject to the Participant executing, delivering and not revoking, a release of claims and any revocation period applicable to such release must have expired no later than the sixtieth (60th) day following a Qualifying Termination, and continuous compliance with any restrictive covenants by which he or she may be bound (including those provided under the Executive Chairman Agreement), the restrictions will lapse with respect to the number of Restricted Stock Units due to vest on the next scheduled Vesting Date following the date of such Qualifying Termination (i.e., one-third (1/31/3rd)) of the Options which vest on each Restricted Stock Units granted hereunder). If the Participant fails to execute and deliver the release in such anniversary a timely manner so as to permit any revocation period to expire prior to the end of the sixtieth (60th) days following a Qualifying Termination, or timely revokes his acceptance of such release following its execution, the Participant shall not be referred entitled to herein as the accelerated vesting provided under this Section 4(b). For the avoidance of doubt, a “Tranche”termination due to a non-renewal by Executive or the Company pursuant to the Executive Chairman Agreement shall not constitute a Qualifying Termination hereunder. (c) unless previously vested or forfeited Notwithstanding the foregoing, upon the occurrence of a Change in accordance Control, all restrictions will lapse with respect to 100% of the Plan or this Agreementoutstanding unvested Restricted Stock Units; provided, however, that to the extent then unvestedthat, the Options shall immediately become vested and exercisable if: (i) Participant is still in Continuous Service as of the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a consummation of such Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantControl.

Vesting. The Options shall RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and become exercisable as follows: one-third will be immediately settled in shares of Common Stock and be immediately transferable thereafter (1/3but in any event within 70 days) upon the occurrence of any of the Options following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and become exercisable be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any then-completed year(s) in the performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not then been completed, it will be assumed that the Company achieved “target” performance on each of the first three anniversaries performance measures for such year(s), resulting in the payment of 100% of the Date of Grant (each such one-third (1/3) of the Options which vest on each total target RSU award amount of this grant relating to such anniversary shall year(s). All RSUs will be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance upon termination of the Employee’s employment with the Plan Employer before the Vesting Date for a reason other than death, Disability or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked retirement from the Date Company upon or after attaining age 62 and 10 Years of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantService.

Vesting. The Options shall vest and Except as otherwise provided in this Grant Agreement, this Option (to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited vested” in accordance with the Plan following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined below) of the Company or this Agreement; providedany of its Subsidiaries through the applicable vesting date: March 1, however2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the extent then unvestednearest whole number. Notwithstanding the foregoing vesting schedule, the Options this Option shall become immediately become and fully vested and exercisable if: in the event that (i) the ParticipantOptionee’s employment Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Permanent Disability, or or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, occurs while the Optionee is in the event Continuous Service of the Participant’s Retirement, a separate pro-rata portion Company or any of each of the three Tranches of Options (its Subsidiaries. Notwithstanding anything contained herein to the extent then unvestedcontrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s employment with the Company or any of Retirement divided by its Subsidiaries is terminated for “Cause” (as defined below), or (4) the total number date that Optionee’s Continuous Service with the Company or any of months for which its Subsidiaries terminates due to Optionee’s resignation or retirement that particular Tranche is not a “Qualifying Retirement” (as defined below). For purposes of Options would have otherwise become vested, provided however, that, for each Tranchethis Grant Agreement, the pro-rata portion that vests following terms shall only become exercisable on have the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.assigned meanings:

Vesting. The Options Subject to the terms and conditions set forth herein and in the Plan, the Restricted Stock Units shall vest and become exercisable as follows: one-third in three (1/33) of the Options shall vest and become exercisable substantially equal installments on each of the first three (3) anniversaries of the Date of Grant (each such one-third each, a “Vesting Date”), provided the Participant has remained in Service from the Date of Grant through the applicable Vesting Date. Notwithstanding the foregoing, (1/3a) if the Participant ceases to be in Service during the Vesting Period as a result of the Options which Participant’s death or Disability, the Restricted Stock Units shall become 100% vested as of the date of such cessation of Service; (b) if the Participant’s Service terminates during the Vesting Period due to the Participant’s Voluntary Retirement, then the Restricted Stock Units shall continue to vest on as if the Participant had continued in Service through each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this AgreementVesting Date; provided, however, that (i) if the Participant’s Service terminates due to the Participant’s Voluntary Retirement prior to the date of a Qualifying Change in Control that occurs after the Date of Grant, the Restricted Stock Units shall become 100% vested as of the date of the Qualifying Change in Control and (ii) if the Participant’s Service terminates due to the Participant’s Voluntary Retirement after the date of a Qualifying Change in Control that occurs after the Date of Grant, the Restricted Stock Units to the extent then unvested, outstanding shall become 100% vested as of the Options shall immediately become vested and exercisable if:date of such termination; and (ic) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates if within two (2) years after following a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of occurs after the Date of Grant, the Participant’s Service as an employee is involuntarily terminated by the Company (or successor thereto, or a Parent or Subsidiary), whether or not for Cause, the Restricted Stock Units to the extent outstanding shall become 100% vested as of the date of such cessation of Service.

Vesting. (a) The Options shall vest and Option will become exercisable as follows: one-third (1/3“vest”) at a rate of twenty percent (20%) of the Options shall vest and become exercisable total number of shares subject to the Option on each of the first three five anniversaries of the Grant Date, as indicated in the table below, provided that Optionee is still employed by the Company or any Affiliate thereof on the respective vesting date: Vesting Date of Grant (each such one-third (1/3) of the Options March 16, 2017 March 16, 2018 March 16, 2019 March 16, 2020 March 16, 2021 Shares as to which vest on each such anniversary Option vests 2,000 2,000 2,000 2,000 2,000 There shall be referred no proportional or partial vesting in the period prior to herein as a “Tranche”) unless previously vested or forfeited in accordance with each vesting date, and all vesting shall occur only on the Plan or this Agreement; provided, however, appropriate vesting date. The right of exercise shall be cumulative so that to the extent then unvestedthat the Option is not exercised in any period to the maximum extent permissible, it shall continue to be exercisable, in whole or in part, with respect to all shares for which it is vested until the Options shall immediately become vested and exercisable if:earlier of the Expiration Date or the termination of this Option under the Plan. (ib) Notwithstanding anything to the Participant’s employment terminates due to death or Permanent Disabilitycontrary in subparagraph 4(a) above, or (ii) in the Participant’s employment terminates within two years after event a Change in Control without Cause or for Good Reason. Furtheroccurs, providedthe Option shall immediately vest as to any Option shares that have not previously vested in accordance with said subparagraph 4(a). (c) Notwithstanding anything to the contrary in subparagraph 4(a) above, in the event of the Participant’s Retirement, a separate pro-rata portion of each Disability of the three Tranches of Options (Optionee prior to the Expiration Date, as defined in Paragraph 5 below, the Option shall immediately vest as to any option shares that have not previously vested in accordance with said subparagraph 3(a). The term “Disability” shall have the meaning set out in the Plan; provided, however, the parties agree that, to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranchenecessary to comply with Code Section 409A, the pro-rata portion that vests definition of “Disability” hereunder shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior be amended to the satisfaction definition of such requirement. Any fractional Options that would result from application of this “disability” required by Code Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.409A.

Vesting. The Options (a) 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 4 (the “Earned Amount”), and the Participant’s rights to such vested number of Restricted Share Units shall become exercisable nonforfeitable as follows: one-third (1/3) of the Options last day of the Performance Period, subject to Section 3(d) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the minutes of a meeting of the Committee) the extent to which the Performance Criteria and all other material terms of this Agreement have been met. (b) In the event the Participant dies or 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 (i) the Earned Amount that the Participant would have earned had he not died or had his employment terminated on account of Disability and become exercisable on each (ii) the quotient of (A) the number of days beginning with the first day of the first three anniversaries Performance Period and ending on the date of the Date of Grant (each such one-third (1/3) of Participant’s death or the Options which vest on each such anniversary shall be referred to herein date the Participant’s employment is terminated as a “Tranche”result of Disability, as applicable, and (B) unless previously vested or forfeited 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 Plan Performance Criteria shall vest) and the Participant’s, or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death estate’s or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, beneficiaries’ in the event of the Participant’s Retirementdeath, a separate pro-rata portion rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options such Restricted Stock Units would have otherwise become vested, provided however, that, for each Tranche, been issued pursuant to Section 5 hereof had the pro-rata portion that vests shall only become exercisable Participant not died or had his employment terminated on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirementaccount of Disability. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reasonforegoing, the Compensation Committee may, in its sole and absolute discretion, waive subject to the requirements of Section 409A of the Code, approve the vesting of more of the Restricted Share Units than would otherwise vest based on the application of the provisions of this Section 3(b) upon the death of the Participant or the termination of the Participant’s employment on account of Disability. (c) In the 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 with or service to the Company or any requirement of its Affiliates is terminated for vesting then remaining any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred (and permitbefore the Restricted Share Units otherwise have become vested under Section 3(a) or (b)), 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 a specified period the avoidance of time consistent doubt, no additional amount of Restricted Share Units in which the Participant may have been entitled to vest in accordance with the first sentence Performance Criteria shall vest) and the Participant’s rights to such vested amount of Section 4(b) hereof the exercise Restricted Share Units shall become nonforfeitable as of the Options date on which the Participant’s employment with or service to the Company is terminated. (d) Except as provided in Section 3(b) or (c) above or in any written agreement by and between the Company and the Participant, including, without limitation, any severance agreement or change in control agreement, if the Participant’s employment with the Company terminates for any reason prior to the satisfaction expiration of such requirement. Any fractional Options that would result from application of this Section 4(a) the Performance Period, all then-unvested Restricted Share Units shall be aggregated canceled immediately and shall vest on not be payable to the first anniversary of the Date of GrantParticipant.

Vesting. The Options Except as otherwise provided in this Section 2 or in the Plan or as approved by the Administrator, the RSUs shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; providedterms of these Terms and Conditions (including the Notice and the Plan), howeveras follows (the occurrence of each such event described in Section 2(a)-(d), that a “Vesting Event”): (a) all of the RSUs shall become vested on the earliest to occur of the vesting date set forth in the Notice (the “Vesting Date”), the Participant’s death and the Participant’s Disability, subject in each case to the extent then unvested, Participant’s continued employment with the Options shall immediately become vested and exercisable if:Company or its Affiliate through such date; (ib) upon the occurrence of a Change in Control, all then outstanding unvested RSUs shall be treated as provided in the Plan; (c) if the Participant’s employment terminates due in a Qualifying Termination prior to death or Permanent Disabilitythe Vesting Date, or then (i) a pro rata portion of the RSUs shall become vested based on the portion of the period between the Grant Date and the Vesting Date that has elapsed as of the date of such termination (the “Accelerated RSUs”) and (ii) the balance of the RSUs (the “Deferred RSUs”) shall remain outstanding and unvested and shall become vested on the Vesting Date provided the Participant (A) has not violated Section 13(b) through the Vesting Date and (B) has provided annual certification of such ongoing compliance with Section 13(b) in writing to the Company on each anniversary of the Grant Date (if any) that occurs following such Qualifying Termination and prior to the Vesting Date, and a final certification to such effect prior to (but no more than 90 days prior to) the Vesting Date. (d) if the Participant’s employment terminates within two years after in a Change Qualifying Retirement (as defined below) prior to the Vesting Date, all of the RSUs shall become vested on the Vesting Date provided the Participant (i) has not violated Section 13(b) through the Vesting Date and (ii) has provided annual certification of such ongoing compliance with Section 13(b) in Control without Cause writing to the Company on each anniversary of the Grant Date (if any) that occurs following such Qualifying Retirement and prior to the Vesting Date, and a final certification to such effect prior to (but no more than 90 days prior to) the Vesting Date. For purposes of these Terms and Conditions, employment with the Company will be deemed to include employment with, or, if approved by the Administrator, other service to, the Company or for Good Reason. FurtherCompany’s Affiliates, provided, but in the event case of employment with or service to an Affiliate, only during such time as such Affiliate is an affiliate of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (Company. Notwithstanding anything contained in these Terms and Conditions to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranchecontrary, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee mayAdministrator, in its sole discretion, waive may accelerate the vesting of any requirement RSUs, at such times and upon such terms and conditions as the Administrator shall determine, so long as the delivery of Shares for vesting then remaining and permit, for a specified period of time consistent with the first sentence of any RSUs subject to Section 4(b) hereof the exercise 409A of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantCode is permitted thereby.

Vesting. The Options Subject to the Optionee’s continued employment or other service relationship with the Company or its Subsidiaries through each applicable vesting date (except as otherwise provided in this Section 4), the Option shall vest become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable as follows: one-third according to the following provisions: (1/3a) Twenty percent (20%) of the Options Tranche A Option shall vest become a Vested Option and shall become exercisable on each of the first three five (5) anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this AgreementDate; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable ifthat: (i) the Participantentire Tranche A Option shall immediately become a Vested Option and shall become exercisable upon a Change in Control, and (ii) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause, (B) the Optionee’s death, serious illness or Disability or (C) any resignation by the Optionee for Good Reason, (1) the installment of the Tranche A Option scheduled to vest on the anniversary of the Grant Date next following such Termination of Relationship (if any) shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the number of Option Shares equal to 20% of the Tranche A Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the last anniversary of the Grant Date prior to the date of the Termination of Relationship or, if no such anniversary date has yet occurred, the Grant Date, and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Tranche A Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control (notwithstanding the provisions of Section 4(a)(i)) and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. (b) The Tranche B Option shall become a Vested Option and shall become exercisable as follows: (i) Fifty percent (50%) of the Tranche B Option shall become a Vested Option and shall become exercisable upon any Measurement Date if Apollo has achieved a MOIC of at least one and three-quarters (1.75) as calculated by the Committee; and (ii) Up to fifty percent (50%) of the Tranche B Option shall become a Vested Option and shall become exercisable upon any Measurement Date if Apollo has achieved a MOIC of greater than one and three-quarters (1.75) and up to two and one-quarter (2.25), determined based on linear interpolation between such MOIC achievement levels as calculated by the Committee. If a Termination of Relationship occurs (x) prior to the occurrence of a Change in Control and (y) as a result of (A) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause, (B) the Optionee’s death, serious illness or Disability or (C) any resignation by the Optionee for Good Reason, the unvested portion of the Tranche B Option (if any) shall remain outstanding and eligible to become a Vested Option during the 90 day period following such Termination of Relationship upon achievement of the performance criteria set forth in Section 4(b) (after giving effect to Section 4(c)(i), if applicable) during such 90 day period, and any such portion that becomes a Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of Relationship occurred on the date of vesting; provided, that any portion of the Tranche B Option which remains unvested as of (I) the end of such 90 day period, or, (II) if earlier, after giving effect to the application of Section 4(c)(i) to the extent a Change in Control occurs and Apollo elects to give effect to Section 4(c)(i), shall be immediately forfeited; provided, further, that if a Change in Control occurs during such 90 day period and Apollo does not elect to give effect to Section 4(c)(i), any unvested portion of the Tranche B Option shall remain outstanding and the provisions of Section 4(b)(2) below (and not the provisions of Section 4(c)(ii)) will apply to such unvested portion of the Tranche B Option. If a Termination of Relationship occurs (a) following the occurrence of a Change in Control in which Apollo elected to give effect to Section 4(c)(ii) and (b) as a result of (x) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause, (y) the Optionee’s death, serious illness or Disability or (z) any resignation by the Optionee for Good Reason, then Apollo shall elect one of the following two alternatives: (1) The term Measurement Date shall be deemed amended to also mean the date of such Termination of Relationship, and the fair value (as reasonably determined in good faith by the Apollo Holders) as of the date of such termination of any Non-Cash Consideration received by the Apollo Holders upon or prior to such Measurement Date (that has not previously become, or been treated as, Cash Consideration) shall be treated as Cash Consideration. Any portion of the Tranche B Option which does not become a Vested Option upon the occurrence of such Termination of Relationship, in accordance with the performance criteria set forth in Section 4(b) (after giving effect to this Section 4(b)(1)), shall be immediately forfeited. Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(b)(1) shall remain outstanding pursuant to the provisions of Section 8(a); or (2) The unvested portion of the Tranche B Option (if any) as of the date of such Termination of Relationship shall remain outstanding and eligible to become a Vested Option upon any future Measurement Date, in accordance with the performance criteria set forth in Section 4(b), until the tenth anniversary of the Grant Date or, if earlier, the date on which the Tranche B Option terminates due pursuant to death this Agreement or Permanent Disabilitythe Plan for any reason other than set forth in Section 8(a)(ii) or 8(a)(iii). Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(b)(2) shall automatically terminate without consideration and shall become null and void and be of no further force and effect upon the earliest of (A) the tenth anniversary of the Grant Date, (B) the date of the Termination of Relationship of the Optionee for Cause and (C) the 90th day following the date that the applicable unvested portion of the Tranche B Option becomes a Vested Option. (c) Upon the occurrence of a Change in Control with respect to which the Apollo Holders receive any Non-Cash Consideration in lieu of, or in addition to, Cash Consideration, Apollo shall elect one of the following two alternatives: (i) The term Measurement Date shall be deemed amended to also mean the date of such Change in Control, and the fair value (as reasonably determined in good faith by the Apollo Holders) as of the date of such Change in Control of any such Non-Cash Consideration shall be treated as Cash Consideration. Any portion of the Tranche B Option which does not become a Vested Option upon the occurrence of such Change in Control, in accordance with the performance criteria set forth in Section 4(b) (after giving effect to this Section 4(c)(i)), shall be immediately forfeited. Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(c)(i) shall remain outstanding pursuant to the provisions of Section 8(a); or (ii) Any portion of the Participant’s employment terminates within two years after Tranche B Option which does not become a Vested Option upon the occurrence of such Change in Control shall remain outstanding and eligible to become a Vested Option upon any future Measurement Date in accordance with the performance criteria set forth in Section 4(b), until the Tranche B Option terminates pursuant to this Agreement or the Plan (including, without Cause limitation, in connection with a Termination of Relationship pursuant to Section 8(a)). Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(c)(ii) shall remain outstanding pursuant to the provisions of Section 8(a). (d) Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for Good Reason. Furtherany reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options Optionee (to the extent then whether vested or unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantforfeited.

Vesting. The Options (a) Subject to the terms and conditions specified on Exhibit “A” (including the requirements for achieving a certain EBITDA CAGR (as defined on Exhibit “A”)) 50% of the Performance Units granted under the Award that have a 2012 Unit Value as described in Section 2(a) (or 16 2/3% of the total Performance Units granted under the Award) shall vest and become exercisable on January 1, 2013 (the “First Vesting Date”) as follows: one-third (1/3long as Employee remains continuously employed by the Company or its Affiliates through the First Vesting Date. If a portion of the Award fails to vest on the First Vesting Date solely because the EBITDA CAGR specified in Section 3(a) of the Options shall vest and become exercisable on each Exhibit “A” is not achieved as of the first three anniversaries First Vesting Date (the “Unvested First Vesting Date Performance Units”), that portion of the Date of Grant (each such one-third (1/3) of the Options which award shall be eligible to vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited the Second Vesting Date in accordance with the Plan or this Agreement; provided, however, that Section 3(b)(ii). (b) Subject to the extent then unvestedterms and conditions specified on Exhibit “A” (including the requirements for achieving a certain EBITDA CAGR), the Options following Performance Units granted under the Award shall immediately become vested and exercisable ifvest on January 1, 2014 (the “Second Vesting Date”) as long as Employee remains continuously employed by the Company or its Affiliates through the Second Vesting Date: (i) 50% of the Participant’s employment terminates due to death Performance Units granted under the Award that have a 2013 Unit Value as described in Section 2(b) (or Permanent Disability, or16 2/3% of the total Performance Units granted under the Award); and (ii) if applicable, the Participant’s employment terminates within two years after Unvested First Vesting Date Performance Units. If a Change in Control without Cause or for Good Reason. Further, provided, in the event portion of the Participant’s RetirementAward fails to vest on the Second Vesting Date solely because the EBITDA CAGR specified in Section 3(b) of Exhibit “A” is not achieved, a separate pro-rata then such portion of each the Award that otherwise would have vested in accordance with Section 3(b)(i) as of the three Tranches Second Vesting Date (the “Unvested Second Vesting Date Performance Units”) and such portion of Options the Unvested First Vesting Date Performance Units, if applicable, that otherwise would have vested in accordance with Section 3(b)(ii) as of the Second Vesting Date shall be eligible to vest on the Third Vesting Date in accordance with Section 3(c)(iv) and Section 3(c)(v), as applicable. (c) Subject to the extent then unvested) shall immediately become vested, based, terms and conditions specified on Exhibit “A” (including the requirements for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Trancheachieving a certain EBITDA CAGR), the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested following Performance Units granted under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and Award shall vest on January 1, 2015 (the first anniversary “Third Vesting Date,” and together with the First Vesting Date and the Second Vesting Date, the “Vesting Dates”) as long as Employee remains continuously employed by the Company or its Affiliates through the Third Vesting Date: (i) 50% of the Performance Units granted under the Award that have a 2012 Unit Value, as described in Section 2(a) (or 16 2/3% of the total Performance Units granted under the Award); (ii) 50% of the Performance Units granted under the Award that have a 2013 Unit Value, as described in Section 2(b) (or 16 2/3% of the total Performance Units granted under the Award); (iii) 100% of the Performance Units granted under the Award that have a 2014 Unit Value, as described in Section 2(c) (or 33 1/3% of the total Performance Units granted under the Award); (iv) if applicable, the Unvested First Vesting Date Performance Units; and (v) if applicable, the Unvested Second Vesting Date Performance Units. (d) The provisions of Grant.Section 2 and this Section 3 are illustrated in Exhibit “B.”

Vesting. The Options Except as otherwise provided in this Section 2 or in the Plan or as approved by the Administrator, the RSUs shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; providedterms of these Terms and Conditions (including the Notice and the Plan), howeveras follows (the occurrence of each such event described in Section 2(a)-(d), that to a “Vesting Event”): (a) the extent then unvested, the Options RSUs shall immediately become vested and exercisable if: on the earliest to occur of the (i) vesting dates set forth in the Participant’s employment terminates due to death or Permanent DisabilityNotice (each, or a “Vesting Date”), (ii) the Participant’s death and (iii) the Participant’s Disability, subject in each case to the Participant’s continued employment terminates within two years after with the Company or its Affiliate through such date; (b) upon the occurrence of a Change in Control without Cause or for Good Reason. FurtherControl, provided, all then outstanding unvested RSUs shall be treated as provided in the event of Plan; (c) if the Participant’s Retirementemployment terminates in a Qualifying Termination prior to the fourth anniversary of the Vesting Commencement Date set forth in the Notice, then (i) a separate pro-pro rata portion of each the outstanding unvested RSUs that would otherwise have vested upon the next Vesting Date following such Qualifying Termination (assuming the Participant had remained employed through such Vesting Date) shall become vested based on the portion of the three Tranches of Options period between (x) the Vesting Date preceding such Qualifying Termination (or, if the Qualifying Termination occurs prior to the extent then unvestedfirst Vesting Date, the Vesting Commencement Date) shall immediately become vested, based, for each Tranche, on and (y) the number next Vesting Date following such Qualifying Termination that has elapsed as of months worked from the Date of Grant until the date of such termination (the “Accelerated RSUs”) and (ii) the balance of the RSUs (the “Deferred RSUs”) shall remain outstanding and unvested and shall become vested on the remaining Vesting Date or Vesting Dates, as applicable, following such Qualifying Termination provided the Participant (A) has not violated Section 13(b) through such Vesting Date and (B) has provided certification of such ongoing compliance with Section 13(b) in writing to the Company prior to (but no more than 90 days prior to) such Vesting Date. (d) if the Participant’s employment terminates in a Qualifying Retirement divided (as defined below) prior to the fourth anniversary of the Vesting Commencement Date, all of the outstanding unvested RSUs shall become vested on the remaining Vesting Date or Vesting Dates, as applicable, following such termination provided the Participant (i) has not violated Section 13(b) through such Vesting Date and (ii) has provided certification of such ongoing compliance with Section 13(b) in writing to the Company prior to (but no more than 90 days prior to) such Vesting Date. For purposes of these Terms and Conditions, employment with the Company will be deemed to include employment with, or, if approved by the total number of months for which that particular Tranche of Options would have otherwise become vestedAdministrator, provided however, that, for each Trancheother service to, the pro-rata portion that vests shall Company or Company’s Affiliates, but in the case of employment with or service to an Affiliate, only become exercisable on during such time as such Affiliate is an affiliate of the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such RetirementCompany. Notwithstanding anything contained in these Terms and Conditions to the foregoing sentences, upon a Participant’s termination of employment for any reasoncontrary, the Compensation Committee mayAdministrator, in its sole discretion, waive may accelerate the vesting of any requirement RSUs, at such times and upon such terms and conditions as the Administrator shall determine, so long as the delivery of Shares for vesting then remaining and permit, for a specified period of time consistent with the first sentence of any RSUs subject to Section 4(b) hereof the exercise 409A of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantCode is permitted thereby.

Vesting. The Options shall vest and become exercisable a. Except as follows: one-third otherwise expressly provided in Section 4.b hereof, subject to Participant’s continued employment or service through each applicable vesting date, (1/3i) twenty percent (20%) of the Options RSUs shall vest on the earlier to occur of (A) two (2) business days after the first day that the Common Stock becomes listed on a nationally recognized securities exchange and become exercisable (B) the six (6)-month anniversary of the first date of an initial public offering of the Common Stock that occurs following the Effective Date (the “Initial Tranche”), and (ii) an additional twenty percent (20%) of the RSUs shall vest on each of the first three four (4) anniversaries of the Date date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that grant. b. Notwithstanding anything to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change contrary contained in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences4.a hereof, upon a Participant’s termination of employment for any reasonQualifying Termination, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b(i) hereof the exercise 100% of the Options prior to the satisfaction of unvested RSUs shall vest, if such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest Qualifying Termination occurs on or before the first anniversary of the Date date of Grantgrant; (ii) 50% of the unvested RSUs shall vest, if such Qualifying Termination is after the first anniversary and on or before the second anniversary of the date of grant; and (iii) 25% of the unvested RSUs shall vest, if such Qualifying Termination is after the second anniversary and on or before the third anniversary of the date of grant; provided, that if a Participant undergoes a Qualifying Termination or is terminated due to death or Disability, in each case, prior to vesting of the Initial Tranche, the Initial Tranche shall vest upon such termination. c. Notwithstanding anything to the contrary contained in Section 4.a hereof, 100% of the RSUs shall vest immediately prior to the consummation of a Change in Control. d. Subject to Section 4.b hereof, vesting shall cease immediately upon termination of Participant’s employment or service for any reason, and any portion of the RSUs that have not vested on or prior to the date of such termination shall be forfeited on such date. Once vesting has occurred, the vested portion will be settled at the time or times specified in Section 6 hereof.

Vesting. The Options shall RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and become exercisable as follows: one-third will be immediately settled in shares of Common Stock and be immediately transferable thereafter (1/3but in any event within 70 days) upon the occurrence of any of the Options following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and become exercisable be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any then-completed year in the performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not then been completed, it will be assumed that the Company achieved “target” performance on each of the first three anniversaries performance measures for such year(s), resulting in the payment of 100% of the Date of Grant (each such one-third (1/3) half of the Options which vest on each total target RSU award amount of this grant relating to such anniversary shall year(s). All RSUs will be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance upon termination of the Employee’s employment with the Plan Employer before the Vesting Date for a reason other than death, Disability or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked retirement from the Date Company upon or after attaining age 62 and 5 Years of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantService.

Vesting. The Options (a) If Employee remains continuously employed by the Company from the Grant Date through [__________], this Performance Award shall vest in Employee on such date at the level set forth in the Notice based upon achievement of the Company performance objectives set forth in the Notice (“Performance Objectives”) during the period commencing on [__________] and become exercisable ending [__________] (the “Performance Period”). As soon as follows: oneadministratively practicable after the end of the Performance Period (or such earlier date as set forth in Sections 2(b), (c) or (d)), the Compensation Committee of the Board (“Committee”) shall affirm in writing the extent to which the Performance Objectives have been achieved and the number of units of Deferred Stock that are vested in Employee as a result of such achievement. (b) If on or after the eighteen-third month anniversary of the Grant Date and prior to the end of the Performance Period (1/3i) a “Change of Control” (as defined in Treasury Regulation Section 1.409A-3(i)(5) that also meets the definition of “Change of Control” under the Plan) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant Company occurs, (each such one-third (1/3ii) of the Options which vest on each such anniversary shall be referred to herein as Employee incurs a “Tranche”Disability” (as defined in Treasury Regulation Section 1.409A-3(i)(4) unless previously vested that also meets the definition of “disability” under the Company’s long-term disability plan), or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (iiii) the ParticipantEmployee’s employment terminates due to death or Permanent DisabilityEmployee’s death, or this Performance Award shall vest on the earliest of such events at the greater of the “Determined Percentage” (iias defined below) and the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, “target” level of performance as set forth in the event Notice. For this purpose, the “Determined Percentage” means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the date of the Participant’s Retirement, a separate pro-rata portion of each applicable vesting event was the most recently completed fiscal quarter of the three Tranches Company. As soon as administratively practicable after the date of Options the applicable vesting event described in clauses (to b)(i) or (b)(ii) above, the Committee shall affirm in writing the extent then unvested) shall immediately become vested, based, for each Tranche, on to which the Performance Objectives have been achieved and the number of months worked from units of Deferred Stock that vest as a result of such achievement. (c) If on or after eighteen-month anniversary of the Grant Date and prior to the end of Grant until the Performance Period the Employee terminates employment with the Company on or after age sixty for a reason other than death or Disability (“Retirement”), this Performance Award shall vest on the date of such termination due to Retirement divided (the “Retirement Date”) at the “Determined Percentage” (as defined below). For this purpose, the “Determined Percentage” means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the date of the applicable vesting event was the Employee’s Retirement Date, multiplied by a fraction, the numerator of which is equal to the number of Employee’s actual days of employment from the Grant Date to Employee’s Retirement Date, and the denominator of which is equal to the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranchedays in the Performance Period. As soon as administratively practicable after the Retirement Date, the pro-rata portion Committee shall affirm in writing the extent to which the Performance Objectives have been achieved and the number of units of Deferred Stock that vests shall only become exercisable on the date each are vested in Employee as a result of such Tranche would have otherwise become vested under the schedule described above in this Section 4(aachievement. (d) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options If prior to the satisfaction eighteen-month anniversary of such requirement. Any fractional Options that would result from application the Grant Date (i) a Change of Control occurs, (ii) Employee incurs a “Disability”, or (iii) Employee’s employment terminates due to Employee’s death, this Section 4(a) shall be aggregated and Performance Award shall vest on the first anniversary earliest of such events at the greater of the Determined Percentage (as defined below) and the percentage attributable to the “target” level of performance as set forth in the Notice. For this purpose, the “Determined Percentage” means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the date of the applicable vesting event was the most recently completed fiscal quarter of the Company on or following the Grant Date. Notwithstanding the foregoing, if the vesting event is as a result of (ii) or (iii) above, the Determined Percentage shall be multiplied by a fraction, the numerator of which is equal to the number of Employee’s actual days of employment from the Grant Date to the date of GrantDisability or death, as applicable, and the denominator of which is equal to the total number of days in the Performance Period. As soon as administratively practicable after the date of the applicable vesting event, the Committee shall affirm in writing the extent to which the Performance Objectives have been achieved and the number of units of Deferred Stock that vest as a result of such achievement. (e) If Employee’s employment with the Company is terminated prior to the end of the Performance Period, and neither (b), (c) nor (d) above apply, this Performance Award automatically shall be forfeited in full, without payment, on such termination.

Vesting. A. The Options Participant shall vest and become exercisable as follows: onehave a non-third (1/3) forfeitable right to a portion of the Options Award only upon the vesting dates specified on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. Except as provided in Section 2.C. or 2.D. below, no portion of any Award shall become vested on the vesting date unless the Participant is then, and 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 this Agreement and the Plan. B. The Award will become eligible to vest and become exercisable on upon achievement of each of three annual performance goals (the “Annual Performance Goals”), as adopted by the Committee in the first calendar quarter of each of the three years beginning on the first three anniversaries year in which the Award is granted and communicated. The calculation of the Date number of Grant Granted PSUs that will vest is specified in the Long-Term Incentive Program Overview for Executives for the year in which the Award is granted (“LTI Overview”), which is also found on your Fidelity stock plan account. Granted PSUs that become eligible to vest upon the achievement of each such one-third (1/3) of the Options which vest on each such anniversary shall be Annual Performance Goals are referred to herein as a the “Tranche”) unless previously vested Eligible PSUs.” In the event and to the extent that the any of the Annual Performance Goals are not satisfied (or forfeited deemed satisfied in accordance with Section 2.C. below), such Granted PSUs connected to such unachieved Annual Performance Goals shall not become eligible to vest and shall be immediately forfeited upon the Plan Committee’s determination that such Annual Performance Goals have not been satisfied (or this Agreement; provideddeemed satisfied). As specified in each of the Annual Performance Goals, however, that in the event and to the extent then unvestedthat the Annual Performance Goals are exceeded, an additional number of Granted PSUs will become eligible to vest. In no event shall the number of Eligible PSUs exceed 200% of the number of Granted PSUs. All Eligible PSUs shall vest on (i) the later of the third anniversary of the Grant Date or the date of the Committee’s determination of the degree to which the Annual Performance Goals have been satisfied (which shall occur not later than March 1 immediately following the end of the year to which the Annual Performance Goals relate), (ii) in the event of a Corporate Change in Control, the Options shall immediately become vested date or dates described in Section 2.C. below, or (iii) in the event of a termination of the Participant’s employment with the Company and exercisable ifits Affiliates on account of death, Disability or Retirement, the date or dates described in Section 2.D. below (the “Vesting Date”). C. In the event of a Corporate Change in Control, subject to the Participant’s continued employment with the Company and its Affiliates through the date of such Corporate Change in Control: (i) the Participant’s employment terminates due Committee shall determine the extent to death or Permanent Disabilitywhich the Annual Performance Goals relating to the year prior to the year in which the Corporate Change in Control occurs are achieved, orif not yet determined, and the Granted PSUs that are eligible to vest based on the achievement of such Annual Performance Goals shall become Eligible PSUs based on the level of achievement so determined as of immediately prior to such Corporate Change in Control; (ii) any outstanding Granted PSUs that are eligible to vest based on the achievement of Annual Performance Goals relating to a year in which the Corporate Change in Control occurs or a year after the Corporate Change in Control occurs shall become Eligible PSUs as of immediately prior to such Corporate Change in Control assuming that the Annual Performance Goals are achieved at target; (iii) to the extent the acquiring or surviving entity assumes, continues or substitutes for Eligible PSUs (determined after giving effect to clauses (i) and (ii) above) in connection with the Corporate Change in Control, the Eligible PSUs (including any Granted PSUs that had become Eligible PSUs by their terms prior to the Corporate Change in Control) shall remain outstanding and, subject to the Participant’s continued employment with the acquiring or surviving entity, shall vest in full upon the third anniversary of the Grant Date or, if earlier, upon an Involuntary Employment Action as described in Section 10.C. of the Plan or the Participant’s termination of employment on account of death or Disability; (iv) to the extent the acquiring or surviving entity does not assume, continue or substitute for the Eligible PSUs (determined after giving effect to clauses (i) and (ii) above) in connection with the Corporate Change in Control, the Eligible PSUs (including any Granted PSUs that had become Eligible PSUs by their terms prior to the Corporate Change in Control) shall vest in full as of immediately prior to the Corporate Change in Control; and (v) notwithstanding clause (iii) or (iv) above, with respect to a Participant who is or becomes eligible for Retirement at any time after the Grant Date and on or before the latest Vesting Date described in Section 2.B. above, to the extent required to avoid adverse tax results under Section 409A, the Eligible PSUs (determined after giving effect to clauses (i) and (ii) above) shall vest in full as of immediately prior to the Corporate Change in Control. D. Except as otherwise provided in the Plan or Section 2.C. above, upon termination of the Participant’s employment terminates within two years with the Company and its Affiliates for any reason, any portion of the Award that is not then vested will immediately 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, to the extent not vested previously, will become fully vested as follows: (1) with respect to any Eligible PSUs for which the achievement of Annual Performance Goals has been determined as of the date of such termination on account of death or Disability, upon the date of such termination; and (2) with respect to any Eligible PSUs for which the achievement of Annual Performance Goals has not been determined on the date of such termination, upon the date of the determination of the Eligible PSUs based on the achievement of the applicable Annual Performance Goals and the Committee’s determination thereof (including under Section 2.C. above, in which case the Eligible PSUs (determined after a giving effect to Section 2.C. above) will vest as of immediately prior to the Corporate Change in Control without Cause Control), even if such determination occurs following the date of death or for Good Reason. Further, provided, in Disability of the event Participant; and (ii) any portion of the Award held by the Participant immediately prior to the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvestednot vested previously, will become fully vested as follows: (1) shall immediately become vestedwith respect to any Eligible PSUs for which the achievement of Annual Performance Goals has been determined as of the date of such Retirement, based, for each Tranche, on the number of months worked from the Date of Grant until upon the date of Retirement divided by the total number of months and, (2) with respect to any Eligible PSUs for which that particular Tranche the achievement of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable Annual Performance Goals has not been determined on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent of such Retirement. Notwithstanding the foregoing sentences, upon the date of the determination of the Eligible PSUs based on the achievement of the applicable Annual Performance Goals and the Committee determination thereof (including under Section 2.C. above, and with the Eligible PSUs determined after giving effect to Section 2.C. above), in each case, with respect to fifty percent (50%) of the number of Eligible PSUs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible PSUs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Eligible PSUs 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 (10) consecutive years of service with the Company or its Affiliates, but not including pursuant to any termination For Cause or any termination for insufficient performance, as determined by the Company. E. Notwithstanding anything herein to the contrary, any portion of the Award held by a Participant or a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options permitted transferee immediately prior to the satisfaction cessation of the Participant’s employment For Cause shall terminate at the commencement of business on the date of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Granttermination.