Common use of Vesting Clause in Contracts

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for Except as otherwise provided herein, the PRSUs shall be restrictions described in Section 3 above will lapse (“vest”) with respect to such portion or multiple of the period beginning January Target Restricted Stock as determined in accordance with the terms of Section 4(b) below on March 1, 2024 and ending on December 312015 (the “Vesting Date”); provided, 2026 (orthat, if earlier and as the Grantee remains employed by the Company or any of its Subsidiaries through the Vesting Date. If the Grantee’s employment is terminated at any time prior to the Vesting Date, the Target Restricted Stock shall automatically be forfeited without consideration upon such cessation of service, unless otherwise provided in this Agreement, the consummation of a Change in ControlSection 4. (b) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the The number of PRSUs shares that shall be deemed earned and vestedwill vest, if any, shall on the Vesting Date (the “Vested Shares”) in accordance with Section 4(a) above will be determined based as follows: (i) if, as of any Measurement Date, the Annual Book Value Growth Rate equals or exceeds 3% (the “Threshold Performance Goal”) and is less than 8% (the “Target Performance Goal”), then a portion of the Annual Vesting Tranche (rounded down to the nearest whole share) with a Lock in Date on such Measurement Date will be eligible to vest on the level Vesting Date, which portion is equal to the sum of achievement (A) 50% plus (B) the product of (1) 10 and (2) the difference between such Annual Book Value Growth Rate and the Threshold Performance Goal (rounded up to the nearest tenth of one percent) as of such Measurement Date; (ii) if, as of any Measurement Date, the Annual Book Value Growth Rate equals or exceeds the Target Performance Goal and is less than 13% (the “Maximum Performance Goal”), then a multiple of the performance metrics set forth Annual Vesting Tranche (rounded down to the nearest whole share) with a Lock in Date on Exhibit A such Measurement Date will be eligible to vest, which multiple is equal to the sum of (A) 100% plus (B) the product of (1) 20 and (2) the difference between such performance metricsAnnual Book Value Growth Rate and Target Performance Goal (rounded up to the nearest tenth of one percent) as of such Measurement Date; (iii) if, as of any Measurement Date, the “Annual Book Value Growth Rate equals or exceeds the Maximum Performance Metrics”Goal, then 200% of the Annual Vesting Tranche with a Lock In Date on such Measurement Date will be eligible to vest; (iv) over if as of the last Measurement PeriodDate, with the Cumulative Book Value Growth Rate equals or exceeds the Threshold Performance Goal and is less than the Target Performance Goal, then the additional Common Shares (rounded down to the nearest whole share), if any, that will be eligible to vest is equal to the greater of zero or (A) minus (B), where (A) is the product of (1) the Target Restricted Stock and (2) the sum of (a) 50% plus (b) the product of (i) 10 and (ii) the difference between the Cumulative Book Value Growth Rate and the Threshold Performance Goal (rounded up to the nearest tenth of one percent) as of such Measurement Date and (B) is the aggregate number of PRSUs shares already eligible to vest as determined as of each of the Lock In Dates pursuant to Sections 4(b)(i), 4(b)(ii) and 4(b)(iii) above; (v) if as of the last Measurement Date, the Cumulative Book Value Growth Rate equals or exceeds the Target Performance Goal and is less than the Maximum Performance Goal, then the additional Common Shares (rounded down to the nearest whole share), if any, that may will be earned eligible to vest is equal to the greater of zero or (A) minus (B), where (A) is the product of (1) the Target Restricted Stock and vested ranging from (2) the sum of (a) 100% plus (b) the product of (i) 20 and (ii) the difference between the Cumulative Book Value Growth Rate and the Target Performance Goal (rounded up to the nearest tenth of one percent) as of such Measurement Date and (B) is the aggregate number of shares already eligible to vest as determined as of each of the Lock In Dates pursuant to Sections 4(b)(i), 4(b)(ii) and 4(b)(iii) above; and (vi) if as of the last Measurement Date, the Cumulative Book Value Growth Rate equals or exceeds the Maximum Performance Goal, then the additional Common Shares (rounded down to the nearest whole share), if any, that will be eligible to vest is equal to the greater of zero to or (A) minus (B), where (A) is 200% of the Target PRSUs. Any PRSUs Restricted Stock and (and any related Dividend EquivalentsB) that are is the aggregate number of shares already eligible to vest as determined not to be earned and vested at the end as of each of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned Lock In Dates pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occursSections 4(b)(i), all earned 4(b)(ii) and vested PRSUs shall be settled4(b)(iii) above. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period Restricted Stock shall vest in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as a director of the Company during the Compensation Period. If Recipient does not serve as a director for the PRSUs shall be the period beginning January 1entire Compensation Period for any reason, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation all shares of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) Restricted Stock that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled unvested on the effective date of Recipient’s termination as a director of the Change Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Control and (z) any PRSUs (and any related Dividend Equivalents) Restricted Stock that do not become earned and are vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated or before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day Recipient’s termination as a director of the Measurement Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (xi) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the Participant stock certificate representing the total number of Restricted Shares granted to Recipient shall earn be cancelled, and vest in (iii) the Pro Rata Portion (pursuant Company shall cause its transfer agent to Section 6(b)) issue a new stock certificate to Recipient representing the number of the Target PRSUs shares of Restricted Stock that were vested as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of Recipient’s termination as a director of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control Company, which shall be forfeited and cancelled with no considerationdelivered to Recipient promptly upon receipt thereof by the Company.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined based on in accordance with the level of achievement following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the performance metrics set forth on Exhibit A (such performance metrics, Bonus have been satisfied; provided the “Performance Metrics”) over Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUsDate. Any PRSUs The Committee shall make this determination within sixty (and any related Dividend Equivalents60) that are determined not to be earned and vested at the end of days after the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria Date (the date of such determination, the “Determination Date”). As soon as reasonably practicable following This determination shall be based on the Determination Date (but no later than March 15th actual level of the year following the year in which the end Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Measurement Period occurs)Performance Goal other than that actually achieved, all earned and vested PRSUs provided that the Committee’s good faith determination shall be settled. (b) In final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the occurrence of a Change in Control during Grantee, adversely affects the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as ability of the Change Grantee to satisfy the Performance Goal or in Control, then (w) any way prevents the effective date satisfaction of the Change Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in Control accordance with this Section 2 shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationforfeited. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) Except as otherwise specifically provided in this Section 3, the vesting of any Restricted Share is contingent on the Grantee’s continuous employment by the Company or a Subsidiary, from the Grant Date through the vesting date. The performance period for Restriction Period with respect to any Restricted Share shall commence on the PRSUs Grant Date and shall be lapse as to such Restricted Share on the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and date that such share becomes vested pursuant to this Section 3. Except as otherwise provided in this Agreement, Section 3 and to the consummation extent such vesting has not been accelerated upon a termination of employment or a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, as set forth below, the number of PRSUs that Restricted Shares shall be deemed earned and vestedvest, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determinationrestrictions imposed thereon shall lapse, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successorfollows: (i) If the Participant is employed by the Company as one-third of the Change Restricted Shares shall vest and the restrictions imposed thereon shall lapse on the first anniversary of the Grant Date; provided, however, that if such date is in Controla Blackout Period under, and as defined in, the Xxxxx, Inc. Xxxxxxx Xxxxxxx Policy applicable to the Grantee, then (w) the effective shares shall not vest until the first date of upon which the Change in Control Grantee next may trade under the Xxxxx, Inc. Xxxxxxx Xxxxxxx Policy, and, provided further, that notwithstanding the foregoing, such shares shall be the last day deemed vested during such Blackout Period solely for purposes of the Measurement Period, (xSection 3(e) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.hereunder; (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account one-third of the Participant’s death or disabilityRestricted Shares shall vest and the restrictions imposed thereon shall lapse on the second anniversary of the Grant Date; provided, however, that if such date is in a Blackout Period under, and as defined in, the Xxxxx, Inc. Xxxxxxx Xxxxxxx Policy applicable to the Grantee, then the shares shall not vest until the first date upon which the Grantee next may trade under the Xxxxx, Inc. Xxxxxxx Xxxxxxx Policy, and, provided further, that notwithstanding the foregoing, such shares shall be deemed vested during such Blackout Period solely for purposes of Section 3(e) hereunder; and (wiii) the effective date one-third of the Change Restricted Shares shall vest and the restrictions imposed thereon shall lapse on the third anniversary of the Grant Date; provided, however, that if such date is in Control a Blackout Period under, and as defined in, the Xxxxx, Inc. Xxxxxxx Xxxxxxx Policy applicable to the Grantee, then the shares shall not vest until the first date upon which the Grantee next may trade under the Xxxxx, Inc. Xxxxxxx Xxxxxxx Policy, and, provided further, that notwithstanding the foregoing, such shares shall be the last day deemed vested during such Blackout Period solely for purposes of the Measurement Period, (xSection 3(e) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationhereunder.

Vesting. (a) A. The performance period for the PRSUs Grantee shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation credited with a number of a Change in Control) (the “Measurement Period”). Subject Restricted Stock Units equal to the terms and conditions Target Number of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be Restricted Stock Units multiplied by a “Vesting Percentage” determined based on the Company's Earnings from Operations (as defined below) for the last three quarters of the Company's 2014 fiscal year (the “Performance Period”) in accordance with the following table: If the Company's actual level of achievement Earnings from Operations for the Performance Period is between the “Threshold” and “Target” performance levels or between the “Target” and “Stretch” performance levels, the Vesting Percentage will be determined by linear interpolation between the Vesting Percentages for those two levels. In no event will the Vesting Percentage be greater than one hundred fifty percent (150%). The number of Restricted Stock Units credited to the Grantee pursuant to this Section 3(A), as certified by the Committee based on the satisfaction of the performance metrics set forth on Exhibit A (such performance metricscriteria above, is referred to herein as the “Performance Metrics”) over Credited Restricted Stock Units.” Notwithstanding the Measurement Periodforegoing provisions, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of if either a Change in Control during (as defined in the Measurement Period where Employment Agreement) or the PRSUs are not assumed death or exchanged for an equivalent substitute award by Disability (as such term is defined in the Company or its successor: (iEmployment Agreement) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be Grantee occurs before the last day of the Measurement PeriodPerformance Period and while the Grantee is employed by the Company, (x) the Participant number of Credited Restricted Stock Units for purposes of the Award shall earn and vest in be equal to the Target PRSUs Number of Restricted Stock Units. Restricted Stock Units that are not Credited Restricted Stock Units, after giving effect to the foregoing provisions, as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement PeriodPerformance Period (or, if earlier, the date of such a Change in Control or death or Disability (x) as such term is defined for purposes of the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)Employment Agreement) of the Target PRSUs as Grantee) shall immediately terminate and be cancelled. B. The “Threshold,” “Target” and “Stretch” levels of Earnings from Operations to be used to determine the Vesting Percentage under Section 3(A) will be established by the Committee in connection with the grant of the Change in Control as if Award. C. For purposes of this Award, “Earnings from Operations” means: the Company's earnings from operations for the Performance Metrics had been achieved at Period as calculated in accordance with generally accepted accounting principles (“GAAP”), but adjusted (without duplication) to exclude the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date financial statement impact of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.following items:

Vesting. All of the Restricted Stock Units shall initially be unvested. Twenty-five percent (a25%) The performance period for of the PRSUs Restricted Stock Units (rounded up to the nearest whole number) shall be vest on the period beginning January 1first anniversary of the date of this Agreement and on each of the next three (3) successive anniversaries thereof (each such anniversary, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided a “Vesting Date”) unless previously vested or forfeited in accordance with the Plan or this Agreement, the consummation of a Change in Control) Agreement (the “Measurement PeriodNormal Vesting Schedule”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If Any Restricted Stock Units that fail to vest because the Participant employment condition is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control not satisfied shall be forfeited, subject to the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level special provisions set forth in Exhibit A, (ySubsections 3(a)(ii) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationthrough 3(a)(iv). (ii) If the Participant’s employment with terminates due to death or Permanent Disability or in the Company terminated before event of a Change in Control where the holders of the Company’s Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control by the Company on account Control, Restricted Stock Units not previously vested shall immediately become vested. With respect to any of the Participant’s death or disabilityRestricted Stock Units that constitute “deferred compensation” as defined under Code Section 409A, then (wfor purposes of this Section 3(a)(ii) the effective date and any acceleration of the Restricted Stock Units upon a Change in Control, a Change in Control shall be deemed to occur only if, in addition to the last day of the Measurement Period, (x) the Participant shall earn and vest requirements set forth in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of Plan, the Change in Control as if also meets the Performance Metrics had been achieved at requirements of IRS Reg. §1.409A-3(i)(5), to the Target level set forth extent necessary to avoid the imposition of taxes thereunder. (iii) If on or within two years after a Change in Exhibit AControl (other than a Change in Control described in Section 3(a)(ii) above), the Participant terminates employment for Good Reason, or is terminated by the Company without Cause, Restricted Stock Units not previously vested shall immediately become vested. (yiv) such Target PRSUs In the event of the Participant’s Retirement, the Compensation Committee may determine, in its sole discretion, whether and the manner in which Restricted Stock Units not previously vested (or any portion thereof) shall be vested and be settled on pursuant to Section 3(d). In the effective absence of Compensation Committee action, upon such Retirement, the Restricted Stock Units which have not vested as of the date of such termination shall vest pro-rata as of the date of the Change Participant’s Retirement. All such Restricted Stock Units which shall have not vested as a result of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control such Retirement shall be immediately and automatically forfeited without consideration of any kind and cancelled with no considerationto the extent that the date the Participant first becomes eligible for Retirement and the vesting date under this Section 3(a)(iv) are in different tax years, any amount payable under this subsection shall constitute the payment of nonqualified deferred compensation, subject to the requirements of Code Section 409A unless an exemption under the treasury regulations is available. The number of unvested Restricted Stock Units that shall vest pro-rata upon Retirement (absent action to the contrary by the Compensation Committee) described in the penultimate sentence of the foregoing paragraph of this Section 3(a)(iv) shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 48, by (B) the number of Restricted Stock Units subject to this Agreement.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and Except as otherwise provided in this Agreementset forth below, the consummation of a Change Restricted Stock Rights to which Grantee is entitled shall vest in Controlthe following manner: (i) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 20033% of the Target PRSUs. Any PRSUs Restricted Stock Rights will vest on the first anniversary of the Determination Date, (ii) an additional 34% of the Restricted Stock Rights will vest on the second anniversary of the Determination Date, and any related Dividend Equivalents(iii) that are determined not the final 33% of the Restricted Stock Rights will vest on the third anniversary of the Determination Date. (b) Upon Grantee’s Separation from Service due to be earned and vested death, Disability, Retirement, Impaction or Change in Control prior to the end of the Performance Period, Grantee shall vest in a pro rata portion of the Restricted Stock Rights to which Grantee is entitled at the end of the Measurement Performance Period as described in Subsection 13.1(a)(iii)(3) of the Plan. The number of Restricted Stock Rights to which Grantee is entitled hereunder shall be forfeited and cancelled for no value without further action of determined at the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement conclusion of the Performance Metrics and Period based upon actual performance during the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledPerformance Period. (bc) In the event of the occurrence of a Upon Grantee’s Separation from Service due to death, Disability, Retirement, Impaction or Change in Control during after the Measurement Period where conclusion of the PRSUs are not assumed or exchanged for an equivalent substitute award by Performance Period, nonvested Restricted Stock Rights shall become 100% vested in accordance with Subsection 13.1(a)(iii)(3) of the Company or its successor:Plan. (id) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level Upon Grantee’s involuntary or voluntary Separation from Service for any reason other than those set forth in Exhibit ASubparagraphs (b) and (c) above, (y) such Target PRSUs the Restricted Stock Rights, if not previously vested, shall be settled on the effective date of the Change of Control canceled and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationimmediately. (iie) If the ParticipantUpon Grantee’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disabilitySeparation from Service for Cause, then (w) the effective date of the Change in Control all nonvested Restricted Stock Rights shall be the last day of the Measurement Period, (x) the Participant shall earn canceled and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationimmediately.

Vesting. (a) The performance period for RSUs shall vest in accordance with the PRSUs Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the period beginning January 1, 2024 and ending on December 31, 2026 nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier and vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as otherwise provided in this Agreementthe “Vesting Date”), the consummation Company shall settle the vested portion of a Change in Control) the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “Measurement PeriodRSU Shares”). Subject Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose RSUs must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the terms and conditions of this Agreement, fair market value (as determined by the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement Board) of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% RSU Shares as of the Target PRSUs. Any PRSUs (Vesting Date less an amount equal to any federal, state, local and other taxes of any related Dividend Equivalents) that are determined not kind required to be earned and vested at withheld with respect to the end vesting of the Measurement Period shall RSUs. The RSU Shares or any cash payment in lieu of RSU Shares will be forfeited and cancelled for no value without further action of delivered to the Participant or the Company. As as soon as reasonably practicable following the end of the Measurement Periodeach Vesting Date, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date but in any event within 30 days of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settleddate. (b) In Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successorEvent: (i) If the Participant is employed Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Company as of Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in ControlControl Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then (w) in either case these RSUs shall continue to vest in accordance with the effective Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control shall be the last day of the Measurement PeriodEvent, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated before for Good Reason by the Change in Control Participant or is terminated without Cause by the Company on account of or the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationAcquiring Corporation.

Vesting. (a) The performance period for Participant will become vested in the PRSUs shall be SARs awarded pursuant to this grant according to the period beginning January 1following vesting schedule, 2024 and ending on December 31, 2026 provided Participant does not incur a termination of employment or service with the Company (or, if earlier and as otherwise provided defined in this Agreement, the consummation of a Change in ControlPlan) prior to the applicable vesting date (the “Measurement PeriodVesting Date”): Vesting Date SARs Vesting First anniversary of Date of Grant 1/3 Second anniversary of Date of Grant 1/3 Third anniversary of Date of Grant 1/3 The vesting of the SARs is cumulative, but shall not exceed 100% of the SARs subject to this Agreement. Participant’s SARs shall become fully vested if Participant is employed by, or providing service to, the Company on the third anniversary of the Date of Grant. In the event that the Participant’s dies or becomes disabled (as defined under section 409A(a)(2)(C) of the Internal Revenue Code (the “Code”). Subject to the terms and conditions of this Agreement) while employed by, or providing services to, the number of PRSUs that Company, Participant shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and fully vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledshares awarded under this Agreement. (b) In If Participant’s employment or service with the event Company terminates for any reason other than death or disability prior to Participant vesting in any of the occurrence of a Change SARs as provided in Control during subparagraph (a), the Measurement Period where the PRSUs SARs that are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company vested as of the Change in Control, then (w) the effective date Participant’s termination of the Change in Control employment or service shall be the last day of the Measurement Period, (x) the terminate and Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) not have any exercise rights with respect to such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationunvested SARs. (iic) If The above notwithstanding, in the event that Participant’s employment or service with the Company is terminated for “cause” or “willful misconduct,” as defined under the terms of the Participant’s employment with or services agreement (if applicable); or as determined in the Company terminated before the Change in Control by the Company on account sole and absolute discretion of the Participant’s death or disabilityCompany, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn forfeit the right to exercise any vested SARs and vest the right to settlement of exercised SARs. Additionally, in the Pro Rata Portion (pursuant event that Participant engages in any conduct in violation or post-employment or post- services covenants or obligations to Section 6(b)) the Company, the Participant shall forfeit the right to exercise any vested SARs and the right to settlement of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationexercised SARs.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the number vesting of PRSUs that the Grantee’s rights and interest in the Restricted Stock Units shall be deemed earned determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and vestednon-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. (b) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and nonforfeitable on the Determination Date (as defined below) shall be determined in accordance with the following schedule, using linear interpolation, as certified by the Committee: (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the determination and written certification that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s or such Authorized Officer’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee or such Authorized Officer may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for One-sixth of the PRSUs Performance Awards shall be vest on the period beginning January 1, 2024 Effective Date and ending on each of December 31, 2026 2020, December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024, in each case, so long as Executive remains continuously employed by the Company from the Effective Date through each such vesting date. Upon a termination of Executive’s employment with the Company by the Company for Cause, Executive will forfeit without consideration all vested (or, if earlier but unpaid) and unvested portions of the Performance Awards and all rights arising from the Performance Awards and from being a holder thereof. Upon a termination of Executive’s employment with the Company by the Company without Cause or as otherwise provided in this Agreement, the consummation a result of a Resignation for Good Reason prior to December 31, 2024, (i) if such termination is on or within 12 months following a Change in of Control (as defined below), any unvested portion of the Performance Awards shall become fully vested; (ii) if such termination is prior to a Change of Control or more than 12 months following a Change of Control, one-sixth of the Performance Awards shall become fully vested; (iii) after giving effect to the foregoing clauses (i) and (ii), Executive will forfeit without consideration all remaining unvested portions of the “Measurement Period”). Subject Performance Awards and all rights arising from such unvested portions of the Performance Awards and from being a holder thereof; and (iv) Executive will retain all vested portions of the Performance Awards subject to the terms and conditions of set forth herein and in the applicable award documentation. The accelerated vesting described in this Agreement, the number of PRSUs that paragraph shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero subject to 200% of the Target PRSUs. Any PRSUs Executive’s timely execution (and non-revocation in any related Dividend Equivalentstime provided to do so) that are determined not of a release of claims in a form reasonably satisfactory to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following For the end avoidance of the Measurement Perioddoubt, the Committee shall determine the level upon a termination of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the ParticipantExecutive’s employment with the Company terminated before the Change in Control by the Company on account as a result of the ParticipantExecutive’s resignation other than a Resignation for Good Reason or Executive’s death or disability, then Executive will (wi) the effective date forfeit without consideration all unvested portions of the Change in Control shall be the last day Performance Awards and all rights arising from such unvested portions of the Measurement Period, Performance Awards and from being a holder thereof and (xii) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) retain all vested portions of the Target PRSUs as of Performance Awards subject to the Change in Control as if the Performance Metrics had been achieved at the Target level terms and conditions set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationherein.

Vesting. (a) The If Employee remains continuously employed by the Company from the Grant Date through December 31, 2023, 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 period for objectives set forth in the PRSUs shall be Notice (“Performance Objectives”) during the period beginning commencing on January 1, 2024 2021 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) 2023 (the “Measurement Performance Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably administratively practicable following the Determination Date (but no later than March 15th of the year following the year in which after the end of the Measurement Performance Period occurs(or such earlier date as set forth in Sections 2(b), all earned (c), (d) or (e)), 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 PRSUs shall be settledin Employee as a result of such achievement. (b) In If on or after the event eighteen-month anniversary of the occurrence Grant Date and prior to the end of a Change in Control during the Measurement Performance Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If a “Change of Control” (as defined in Treasury Regulation Section 1.409A-3(i)(5) that also meets the Participant is employed by definition of “Change of Control” under the Plan) of the 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 on the earliest of such events at the greater of the Change “Determined Percentage” (as defined below) and the “target” levels of performance as set forth in Controlthe Notice. For this purpose, then the “Determined Percentage” means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if (w1) the effective date of the Change in Control shall be the last day of the Measurement Period, Performance Period was the Determination Date (xas defined below) and the Performance Objectives were measured as of such date and (2) the Participant shall earn dollar amount levels for “entry,” “target” and vest in the Target PRSUs as of the Change in Control as if “overachievement” with respect to the Performance Metrics had been achieved at Objectives relating to the Target level EBITDA Component set forth in Exhibit Athe Notice were each prorated by multiplying the applicable dollar amount level by a fraction, (y) such Target PRSUs shall be settled the numerator of which is the number of calendar quarters during the period beginning on January 1, 2021 and ending on the effective Determination Date, and the denominator of which is 12 (such prorated levels being referred to herein as the “Prorated EBITDA Objectives”). As soon as administratively practicable after the date of the Change 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 Control and units of deferred Stock that vest as a result of such achievement. As used in this Agreement, the term “Determination Date” means (zA) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on with respect to the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account TSR Component of the Participant’s death or disabilityPerformance Award, then (w) the effective date of the Change in Control shall be applicable vesting event, and (B) with respect to the last day EBITDA Component of the Measurement PeriodPerformance Award, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) most recently completed fiscal quarter of the Target PRSUs as of Company coincident with or next preceding the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationapplicable vesting event.

Vesting. (a) The performance period for Restricted Stock Units shall vest in full on the PRSUs shall first to occur of: (i) second anniversary of the Grant Date, provided the Grantee continues to be the period beginning January 1employed by, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreementor provide service to, the consummation Company through such date: (i) the Grantee’s death; (ii) the Grantee’s Disability; (iii) the effective date of a Change in ControlControl Event, and (iv) the date determined in accordance with the provisions of Section 3(b) below (the “Measurement Period”). Subject applicable date is referred to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metricsas, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Vesting Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In Notwithstanding (a) above, the Grantee’s Employment Agreement with the Company sets forth certain terms and conditions under which the Grantee’s equity or equity-based awards from the Company, including this Grant, may vest on an accelerated basis in the event the Grantee ceases to be employed by, or provide service to, the Company under various specified circumstances. The terms and provisions of the occurrence Employment Agreement (including any conditions, restrictions or limitations governing the accelerated vesting of the Restricted Stock Units as they apply to this Grant) are hereby incorporated by reference into this Agreement and shall have the same force and effect as if expressly set forth in this Agreement. However, no such accelerated vesting shall occur if such accelerated vesting is prohibited by the terms of Section 2 of this Agreement. (c) If a Change in Control during Event occurs while the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant Grantee is employed by by, or providing service to, the Company as Company, the Restricted Stock Units subject to this Grant at the time of the Change in Control, then Control Event will vest immediately prior to the closing of the Change in Control Event. The shares subject to vested Restricted Stock Units shall be converted into the right to receive the same consideration per share of Company Stock payable to the other shareholders of the Company upon the consummation of the Change in Control Event and such consideration shall be distributed to the Grantee within fifteen (w15) business days following the effective date of the Change in Control shall be Event, or on such later Repayment Date necessary to comply with the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationTARP Regulations. (iid) If the Participant’s employment with Grantee ceases to be employed by, or provide service to, the Company terminated before for any reason prior to vesting in one or more Restricted Stock Units subject to this Grant, then the Change in Control by Grant will be immediately cancelled with respect to those unvested Restricted Stock Units, and the number of Restricted Stock Units will be reduced accordingly. The Grantee shall thereupon cease to have any right or entitlement to receive any shares with respect to those cancelled Restricted Stock Units. If the Grantee ceases to be employed by, or provide service to, the Company on account of a termination by the Participant’s death or disabilityCompany for Cause, then (w) this Grant will be immediately cancelled with respect to all the effective date of the Change in Control shall be the last day of the Measurement PeriodRestricted Stock Units subject to such Grant, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved whether vested or unvested at the Target level set forth in Exhibit Atime, (y) such Target PRSUs and the Grantee shall be settled on thereupon cease to have any right or entitlement to receive any shares under this Grant and the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationRestricted Stock Units.

Vesting. (a) The performance period for Subject to the PRSUs provisions of Sections 3(b) and 3(c) hereof, the RSUs subject to this Award shall be become vested only if each of the period beginning January 1, 2024 Time Vesting Condition and ending on December 31, 2026 (or, if earlier and as otherwise provided the Performance Vesting Condition set forth in this Agreement, Section 3 are satisfied. RSUs that satisfy each of these conditions are referred to herein as “Vested RSUs” and RSUs that have not satisfied both of these conditions are referred to herein as “Unvested RSUs”. (i) Time-based vesting conditions. 100% of the consummation of a Change in Control) RSUs shall satisfy the time-based vesting condition (the “Measurement PeriodTime Vesting Condition”). Subject ) upon the third (3rd) anniversary of the Grant Date hereof, subject to the terms Participant not incurring a Termination prior to such date; provided, however, that if the Participant incurs a Termination prior to the third anniversary of the Grant Date and conditions such Termination is also a Good Leaver Termination (as defined below), a portion of this Agreementthe RSUs shall be deemed to have satisfied the Time Vesting Condition, with such portion determining by multiplying the total number of RSUs granted hereunder by a fraction, the numerator of which is the number of PRSUs months of employment that have elapsed between the Grant Date and the date of such Termination, and the denominator of which is 36. Any RSUs that have not satisfied the Time Vesting Condition as of the date of Termination (after taking into account any accelerated vesting provided in the previous sentence and/or in Section 3(b)), shall be immediately expire upon such Termination. For purposes herein, a “Good Leaver Termination” is a Termination that occurs by reason of a Participant’s death; Disability; a retirement by mutual agreement between the parties; a Termination by the Company or any of its Subsidiaries other than for Cause; or for any reason deemed earned and vesteda “Good Leaver Termination” by the Board. (ii) Performance-based vesting conditions. 50% of the RSUs shall satisfy the performance-vesting condition (the “Performance Vesting Condition”), if anyat all, shall be determined based on the level of achievement of the performance metrics TSR thresholds set forth on Exhibit A in the table below (such performance metrics, the “Performance MetricsTSR Tranche”), as determined by the Board, and measured from the [Registration Date through the third (3rd) over the Measurement Period, with the number anniversary of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement financial quarter immediately preceding the Grant Date]1 (the “Performance Period”); and the remaining 50% of the RSUs shall satisfy the Performance Vesting Condition, if at all, based on the Adjusted EBITDA thresholds set forth in the table below (the “EBITDA Tranche”), as determined by the Board following the conclusion of the Performance Period[; provided, that for purposes of measuring the EBITDA Tranche, the Performance Period shall be forfeited and cancelled for no value without further action include the time period between end of the Participant financial quarter immediately preceding the Grant Date through the third (3rd) anniversary of the end of the financial quarter immediately preceding the Grant Date]2. 1 IPO grants only; for subsequent grants, insert “end of the financial quarter immediately preceding the Grant Date through the third (3rd) anniversary of such date. 2 IPO grants only; for subsequent grants, delete bracketed language. With respect to each tranche (considered individually), (i) none of the relevant RSUs shall satisfy the applicable Performance Vesting Condition if the respective Threshold Performance percentage set forth above is not achieved; (ii) 25% of the relevant RSUs shall satisfy the applicable Performance Vesting Condition if the respective Threshold Performance percentage set forth above is achieved; (iii) 100% of the relevant RSUs shall satisfy the applicable Performance Vesting Condition if the respective Maximum Performance percentage set forth above is achieved or exceeded; and (iv) the Companyrelevant RSUs shall vest on a straight line interpolation basis if performance exceeds the respective Threshold Performance percentage but does not achieve the respective Maximum Performance percentage. As soon as reasonably practicable In no event shall more than 100% of the RSUs allocated to particular Performance Vesting Condition be deemed to satisfy such Performance Vesting Condition. The Board shall determine whether the applicable Performance Vesting Condition is satisfied within forty-five (45) days following the end of the Measurement Performance Period. To the extent that the Board determines that the Performance Vesting Condition has not been satisfied, the Committee RSUs shall determine immediately expire (whether or not the level of achievement of the Performance Metrics Time Vesting Condition is satisfied) and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in have no further rights under the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationRSUs. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for RSUs shall vest in accordance with the PRSUs Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the period beginning January 1, 2024 and ending on December 31, 2026 nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier and vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as otherwise provided in this Agreementthe “Vesting Date”), the consummation Company shall settle the vested portion of a Change in Control) the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “Measurement PeriodRSU Shares”). Subject Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the terms and conditions of this Agreement, fair market value (as determined by the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement Board) of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% RSU Shares as of the Target PRSUs. Any PRSUs (Vesting Date less an amount equal to any federal, state, local and other taxes of any related Dividend Equivalents) that are determined not kind required to be earned and vested at withheld with respect to the end vesting of the Measurement Period shall RSUs. The RSUs or any cash payment in lieu of RSU Shares will be forfeited and cancelled for no value without further action of delivered to the Participant or the Company. As as soon as reasonably practicable following the end of the Measurement Periodeach Vesting Date, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date but in any event within 30 days of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settleddate. (b) In Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successorEvent: (i) If the Participant is employed Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Company as of Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in ControlControl Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then (w) in either case these RSUs shall continue to vest in accordance with the effective Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control shall be the last day of the Measurement PeriodEvent, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated before for Good Reason by the Change in Control Participant or is terminated without Cause by the Company on account of or the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationAcquiring Corporation.

Vesting. (a) The performance period for Restricted Stock Units shall become vested and nonforfeitable on the PRSUs shall be first anniversary of the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) Grant Date (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Vesting Date”). As soon , so long as reasonably practicable following the Determination Date (but no later than March 15th Grantee continues to serve as the Chairman of the year following Company’s Board of Directors through the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledVesting Date. (b) In Notwithstanding the event foregoing, to the extent the Restricted Stock Units have not previously terminated or become vested and nonforfeitable (i) if the Grantee ceases to serve as the Chairman of the occurrence Board due to the Grantee’s death or Disability (as defined below), then 100% of the Restricted Stock Units that would have become vested and nonforfeitable on the Vesting Date if the Grantee had remained Chairman of the Board through such date will become vested and nonforfeitable upon such death or Disability; (ii) if the Grantee ceases to serve as the Chairman of the Board due to his removal from such Chairman position by the Board of Directors for any reason or for no reason or due to his failure to be re-elected to the Board by the shareholders of the Company (in each case, a “Termination Event”), then a Pro-Rata Portion (as defined below) of the Restricted Stock Units (rounded to the nearest whole share) that would have become vested and nonforfeitable on the Vesting Date if the Grantee had remained Chairman of the Board shall become vested and nonforfeitable as of the last day of service in such Chairman position and all remaining Restricted Stock Units shall be automatically forfeited to the Company and cancelled. For purposes of this Section 2(b) only, a “Pro-Rata Portion” is determined by a fraction (not to exceed one), the numerator of which is the number of months in the 12-month fiscal year of the Company for which the Restricted Stock Unit Award was made during which the Grantee continuously served as Chairman of the Board and the denominator of which is 12. Grantee will be deemed to serve as Chairman of the Board for a month if the Termination Event occurs after the fifteenth (15th) day of a month; and (iii) the Restricted Stock Units shall become immediately vested and nonforfeitable as to 100% of the shares of Common Stock subject to such Restricted Stock Units immediately prior to a Change in Control during so long as the Measurement Period where Grantee serves as Chairman of the PRSUs are not assumed or exchanged for an equivalent substitute award by Board through the Company or its successor: (i) If the Participant is employed by the Company as date of the Change in Control. If the Grantee’s service on the Board or as Chairman of the Board terminates prior to the Vesting Date and none of the vesting provisions in this Section 2(b) apply or has not applied, then (w) all unvested Restricted Stock Units at the effective date of such termination of Board service shall be automatically forfeited to the Company and cancelled. (c) For the purposes of this Agreement, Disability shall have the meaning as provided under Section 409A(a)(2)(C)(i) of the Code. (d) For purposes of this Agreement, a Change in Control (as defined in the Plan) will be deemed to have occurred with respect to the Grantee only if an event relating to the Change in Control shall be the last day constitutes a change in ownership or effective control of the Measurement Period, (x) the Participant shall earn and vest Company or a change in the Target PRSUs as ownership of a substantial portion of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date assets of the Change Company within the meaning of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationTreas. Reg. Section 1.409A-3(i)(5). (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. The bonus amount to be paid hereunder will vest and become payable upon final determination of the amount to be paid by the Corporation and the Committee, provided, however, that if such determination is made by the Committee prior to the Corporation’s filing with the Securities and Exchange Commission (“SEC”) of its annual report on Form 10-K that relates to the financial results for the applicable Performance Period, then the bonus amount to be paid hereunder will not vest and become payable until after such filing is complete. Notwithstanding the foregoing, all unvested Awards (and a bonus payment at Recipient’s Bonus Opportunity) shall immediately vest and become payable upon the occurrence of the following: (a) The performance termination of Recipient’s employment by reason of the death or Disability of Recipient; or (b) Recipient’s employment is terminated by the Corporation in anticipation of a Change of Control, or (c) Recipient is employed by the Corporation or an affiliate thereof at the time a Change of Control occurs, and at any time during the 18-month period following such Change of Control (provided that the bonus payment provided for hereunder shall have not already become due and been paid): (i) Recipient’s employment is terminated by the PRSUs Corporation or an affiliate thereof for any reason other than for death, Disability or Cause, or (ii) Recipient terminates his/her employment for Good Reason within one year following the initial existence of the conditions giving rise to such Good Reason; provided, however, that in the event any of the foregoing triggering events occurs after the end of the Performance Period but prior to the vesting of the Awards, then the amount of the bonus payment to Recipient shall be the period beginning January 1amount that would be due hereunder based on the performance of the Recipient’s Reporting Unit calculated in accordance with the Bonus Percentages set forth in Schedule A hereto (i.e., 2024 it shall not be paid at Recipient’s Bonus Opportunity, but shall be paid based on the Total Bonus Percentage for Recipient’s Reporting Unit multiplied by Recipient’s Bonus Opportunity), and ending on December 31, 2026 such award shall not vest and become payable until final determination of the amount to be paid by the Corporation and the Committee (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject such determination is made prior to the terms and conditions Corporation’s filing with the SEC of this Agreement, its annual report on Form 10-K that relates to the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on financial results for the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “applicable Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to then after such criteria (the date of such determination, the “Determination Date”filing is complete). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms terms, conditions, and conditions of this Agreementlimitations set forth herein, the number Vesting Date for the Restricted Shares shall occur on [the third anniversary of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control grant set forth above (and on such date the Restricted Shares shall be become 100% vested)], provided that the last day Grantee is a full-time employee of Atlanticus (or one of its Affiliates) from the Measurement PeriodDate of Grant through the applicable date [and the performance criteria applicable to the Restricted Shares eligible to vest on such vesting date, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit AA attached hereto, are satisfied]. [Provided that the Grantee is a full-time employee of Atlanticus (yor one of its Affiliates) at the time of a “Change in Control,” any Restricted Shares that theretofore have not vested shall immediately vest upon a “Change in Control.”] Notwithstanding the foregoing, any Restricted Shares that theretofore have not vested shall immediately vest upon termination by Atlanticus (or its Affiliates) of Grantee’s employment other than for Cause or in the case of death or Disability of Grantee [provided that the performance criteria applicable to such Target PRSUs Restricted Shares have been satisfied at such time]. A transfer of Grantee from Atlanticus to a subsidiary or vice versa shall be settled on not constitute a termination for these purposes. Upon vesting, Atlanticus shall retain (or if it is not then holding the effective date shares, receive) shares of Common Stock having a Fair Market Value, at the time of vesting, equal to the Tax Withholding, unless prior to the Vesting Date the Grantee has made arrangements satisfactory to Atlanticus regarding the payment of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant Tax Withholding. The Grantee is permitted to make an election under Section 6(b)83(b) of the Target PRSUs as Code (to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Change Code) or under similar laws with respect to the Restricted Shares in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date accordance with Section 18.05 of the Change of Control and (zPlan. In the event Grantee makes a permissible Section 83(b) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on election with respect to Restricted Shares, the Change Grantee is required to pay the tax withholding to Atlanticus in Control shall be forfeited and cancelled with no considerationcash.

Vesting. All of the Restricted Stock Units shall initially be unvested. Twenty-five percent (a25%) The performance period for of the PRSUs Restricted Stock Units (rounded up to the nearest whole number) shall be vest on the period beginning January 1first anniversary of the date of this Agreement and on each of the next three (3) successive anniversaries thereof (each such anniversary, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided a “Vesting Date”) unless previously vested or forfeited in accordance with the Plan or this Agreement, the consummation of a Change in Control) Agreement (the “Measurement PeriodNormal Vesting Schedule”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (bi) In Any Restricted Stock Units that fail to vest because the employment condition is not satisfied shall be forfeited, subject to the special provisions set forth in Subsections 3(a)(ii) through 3(a)(iv). (ii) If Participant’s employment terminates due to death or Permanent Disability or in the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged holders of the Company’s Common Stock receive cash consideration for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as their Common Stock in consummation of the Change in Control, then (w) the effective date Restricted Stock Units not previously vested shall immediately become vested. With respect to any of the Restricted Stock Units that constitute “deferred compensation” as defined under Code Section 409A, for purposes of this Section 3(a)(ii) and any acceleration of the Restricted Stock Units upon a Change in Control, a Change in Control shall be deemed to occur only if, in addition to the last day of the Measurement Period, (x) the Participant shall earn and vest requirements set forth in the Target PRSUs as of Plan, the Change in Control as if also meets the Performance Metrics had been achieved at requirements of IRS Reg. §1.409A-3(i)(5), to the Target level set forth in Exhibit A, extent necessary to avoid the imposition of taxes thereunder. (yiii) such Target PRSUs shall be settled If on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the or within two years after a Change in Control (other than a Change in Control described in Section 3(a)(ii) above), Participant terminates employment for Good Reason, or is terminated by the Company without Cause, Restricted Stock Units not previously vested shall be forfeited and cancelled with no considerationimmediately become vested. (iiiv) If In the event of Participant’s employment with Retirement, the Company terminated before Compensation Committee may determine, in its sole discretion, whether and the Change manner in Control which Restricted Stock Units not previously vested (or any portion thereof) shall be vested and be settled pursuant to Section 3(d). In the absence of Compensation Committee action, upon such Retirement, the Restricted Stock Units which have not vested as of the date of such termination shall vest pro-rata as of the date of Participant’s Retirement. All such Restricted Stock Units which shall have not vested as a result of such Retirement shall be immediately and automatically forfeited without consideration of any kind and to the extent that the date Participant first becomes eligible for Retirement and the vesting date under this Section 3(a)(iv) are in different tax years, any amount payable under this subsection shall constitute the payment of nonqualified deferred compensation, subject to the requirements of Code Section 409A unless an exemption under the treasury regulations is available. The number of unvested Restricted Stock Units that shall vest pro-rata upon Retirement (absent action to the contrary by the Compensation Committee) described in the penultimate sentence of the foregoing paragraph of this Section 3(a)(iv) shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that Participant was employed by the Company on account or one of its Subsidiaries since the Participant’s death most recent Vesting Date or disabilityif no Vesting Date has yet occurred the number of months since the Date of Grant, then by 48, by (wB) the effective date number of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant Restricted Stock Units subject to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationthis Agreement.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and Except as otherwise provided in this Grant Agreement, this Option (to the consummation of extent not previously exercised) may be exercised, in whole or in part, on a Change cumulative basis, with respect to the Shares that have become “vested” in Control) (accordance with the following vesting schedule, provided that the Optionee remains in the “Measurement Period”). Subject to Continuous Service” (as defined below) of the terms and conditions Company or any of this Agreement, its Subsidiaries through the applicable vesting date: First annual anniversary of the Date of Grant One-third of the total number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics Shares set forth on Exhibit A (such performance metricsSecond annual anniversary of the Date of Grant One-third of the total number of Shares set forth on Exhibit A Third annual anniversary of the Date of Grant Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that Shares with respect to which the Option may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period exercised shall be forfeited rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics fully vested and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year exercisable in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of that (i) the occurrence of Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control during occurs while the Measurement Period where Optionee is in the PRSUs are not assumed or exchanged for an equivalent substitute award by Continuous Service of the Company or any of its successor: Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (i) If the Participant is employed by the Company as of the Change in Control, then (w1) the effective date of the Change Option terminates and is canceled in Control shall be the last day of the Measurement Periodaccordance with this Grant Agreement, (x2) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level expiration date set forth in Exhibit AA (the “Expiration Date”), (y3) such Target PRSUs shall be settled the date on which the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the ParticipantOptionee’s employment with the Company or any of its Subsidiaries is terminated before for “Cause” (as defined below), or (4) the Change in Control by date that Optionee’s Continuous Service with the Company on account or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the Participant’s death or disability, then (w) following terms shall have the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.assigned meanings:

Vesting. (a) The performance period for Provided the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided Grantee meets any applicable vesting requirements set forth in this Stock Option Agreement, and provided that the consummation of a Change Stock Price Hurdle (as defined below) is met, except as set forth in Control) (the “Measurement Period”). Subject to the terms Sections 3 and conditions of this Agreement5 below, the number of PRSUs that Option awarded under this Stock Option Agreement shall be deemed earned and vested, if any, shall be determined based on the level of vest as follows: (subject to achievement of the performance metrics set forth on Exhibit A (such performance metrics, Stock Price Hurdle) 3rd Anniversary of the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 20050% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end shares Date of Grant 4th Anniversary of the Measurement Period shall be forfeited and cancelled for no value without further action Remaining 50% of the Participant or the Company. As soon as reasonably practicable following the end shares Date of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled.Grant (b) In Notwithstanding the event foregoing, the Option will only vest if the closing price of the occurrence Company’s Common Stock on the New York Stock Exchange equals or exceeds $4.90 per share for ten consecutive trading days ending on or after June 6, 2015 (the “Stock Price Hurdle”), except as provided in Sections 3 and 5 below. If the Stock Price Hurdle has not been met on the third anniversary of a Change in Control during the Measurement Period where Date of Grant, the PRSUs are not assumed or exchanged for an equivalent substitute award Option with respect to 50% of the shares will vest on the first date after the third anniversary on which the Stock Price Hurdle is met, provided the Grantee remains employed by the Company or its successor: (i) a Subsidiary through the applicable vesting date. If the Participant Stock Price Hurdle has not been met by the fourth anniversary of the Date of Grant, the Option with respect to the remaining 50% of the shares will vest on the first date after the fourth anniversary on which the Stock Price Hurdle is met, provided the Grantee remains employed by the Company as of or a Subsidiary through the Change applicable vesting date. The Stock Price Hurdle must be met by June 5, 2022 in Control, then (w) order for the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and Option to vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationunder this Section 2. (iic) If the Participantvesting schedule above would produce a fractional share, the portion of the Option that is exercisable shall be rounded down to the nearest whole share. (d) Except as provided in Sections 3, 4 and 5 below, no portion of the Option will vest after the Grantee’s employment with the Company and its Subsidiaries has terminated for any reason. In the event of any termination of employment, the Grantee will forfeit the portion of the Option that does not vest either before the Change in Control by the Company on account of the Participant’s death termination date or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective applicable date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change designated in Control shall be forfeited and cancelled with no considerationSections 3, 4 or 5.

Vesting. (a) This award of Restricted Stock shall vest [vesting schedule varies by award]. The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided restrictions set forth in this Agreement, paragraph shall apply to the consummation of a Change in Control) (Restricted Stock until the “Measurement Period”)Restricted Stock vests. Subject to the terms and conditions provisions of this Agreement, the number grant of PRSUs that Restricted Stock may not be revoked. The Employee shall not have a beneficial ownership interest in, or any of the rights and privileges of a stockholder as to, the Restricted Stock, including the right to receive dividends and the right to vote such Restricted Stock until such Restricted Stock vests and is issued or transferred to the Employee in accordance with the terms of this Agreement. An account established by the Company on behalf of the Employee shall be deemed earned and vested, credited with the amount of all dividends that would have been paid on the shares of Restricted Stock if any, such shares were actually held by the Employee (“Dividend Equivalents”). Such Dividend Equivalents shall be determined based on subject to the level same vesting conditions applicable to the Restricted Stock to which they relate, and upon the vesting of achievement a share of Restricted Stock, the Dividend Equivalents related to such share shall be paid to the Employee in cash, without earnings thereon. Notwithstanding the foregoing, the Employee shall not be entitled to delivery of the performance metrics set forth on Exhibit A (stock certificate representing the shares of Common Stock subject to the Restricted Stock award or to the Dividend Equivalents related to such performance metricsshares until the shares have vested; the Restricted Stock may not be sold, the “Performance Metrics”) over the Measurement Periodtransferred, with the number assigned, pledged, or otherwise encumbered or disposed of PRSUs that may be earned and vested ranging from zero to 200% until vested; all of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period unvested Restricted Stock shall be forfeited and cancelled for no value all rights of the Employee to such unvested Restricted Stock shall terminate without further action obligation on the part of the Participant or Company under the Companycircumstances set forth in the next paragraph; and all unvested Restricted Stock shall vest under the circumstances set forth in the next paragraph. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant In order to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs award of Restricted Stock, the Employee must at the time of vesting either (i) remain employed as an active, regular, full-time employee of the Change in Control as if Company or one of its Subsidiaries through the Performance Metrics had been achieved at the Target level set forth in Exhibit Aapplicable vesting date, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. or (ii) If the Participant’s employment with the Company have been terminated before the Change in Control by the Company on account prior to such vesting date for any reason other than for cause; provided that any unvested portion of the Participantaward of Restricted Stock will become fully earned, vested and distributable in the event the Employee dies or becomes permanently and totally disabled. For purposes of this Agreement, a termination “for cause” shall include a termination based on management’s death determination that the Employee has: • Committee any dishonest or disability, then (w) fraudulent act to the effective date detriment of the Change in Control shall be Company; • Been convicted of any felony or crime involving moral turpitude; • Been insubordinate; • Failed to perform his or her duties to the last day expectation of management; • Violated any policy or procedure established by management; or • Lost any professional licenses required for the performance of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationEmployee’s duties.

Vesting. (a) The performance period for the PRSUs Shares that are granted hereby shall be subject to the period beginning January 1Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Shares that are granted hereby in accordance with the following schedule, 2024 and ending on December 31, 2026 (or, if earlier and provided that Executive’s employment with the Company or its direct or indirect subsidiaries has not terminated prior to the applicable lapse date except as otherwise provided in this AgreementSection 4(b) below. On the second anniversary of the Vesting Start Date (as set forth in the Cover Sheet) (“lapse date”), the consummation Forfeiture Restrictions shall lapse with respect to one hundred percent (100%) of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the total number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledShares granted hereby. (b) In If the event Executive’s employment terminates as a result of the occurrence Executive’s involuntary termination not-for-Cause or Good Reason, a number of Shares that are unvested as of the date of such termination will immediately vest in an amount equal to (i) the product obtained by multiplying (A) the total number of Shares granted under this Agreement by (B) a Change fraction, the numerator of which is the number of days in Control during the Measurement Period where period beginning on the PRSUs are Grant Date and ending on the date of such termination of Employment, and the denominator of which is the number of days in the period beginning on the Grant Date and ending on the fourth anniversary of the Grant Date, minus (ii) the number of Shares that had vested pursuant to the vesting schedule set forth in Section 4 (a) above as of the date of termination. Any unvested Shares that do not assumed vest after application of the preceding sentence shall be forfeited to the Company upon the effective date of such termination without any payment or exchanged for an equivalent substitute award consideration due by the Company. (c) Upon the lapse of the Forfeiture Restrictions with respect to the Shares granted hereby the Company shall cause to be delivered to Executive such Shares in electronic book entry form, and such Shares shall be transferable by Executive (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable securities law). (d) If Executive ceases to be employed by the Company or its successor: (ia Subsidiary Corporation for any reason before the lapse date, including death or disability and except as provided in Section 4(b) If above, the Participant is employed by Forfeiture Restrictions then applicable to the Company as of Shares shall not lapse and all the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control Shares shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with to the Company terminated before the Change in Control by upon termination of employment and neither the Company on account of nor any Affiliate shall have any further obligations to the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationExecutive under this Agreement.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions accelerated vesting provisions provided below, earned Performance Based Restricted Stock Units subject to the Award shall vest on the last day of this Agreement, the number of PRSUs that shall be deemed earned and vestedVesting Period, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award Employee remains employed by the Company or its successor: Subsidiaries through such date. For the avoidance of doubt, if the Company fails to achieve at least the Earnings Per Share Threshold, an Employee shall be entitled to receive no shares of Stock with respect to the Performance Based Restricted Stock Units subject to the Award (i) If as described in Section 2), unless the Participant is deemed Earnings Per Share from Continuing Operations provisions in this Section specifically modify such result. If, during the Performance Period, while employed by the Company as or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, the Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months of the Employee’s employment during the Performance Period divided by twelve), based on Earnings Per Share from Continuing Operations during the Performance Period; or B. A Change in Control occurs, the Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months during the Performance Period before the date of the Change in Control, then (w) divided by twelve), and the effective date Earnings Per Share from Continuing Operations shall be deemed to be 100% of the Earnings Per Share Target, regardless of actual performance. If, after the Performance Period but during the Vesting Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Earnings Per Share from Continuing Operations during the Performance Period; or B. A Change in Control occurs, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Earnings Per Share from Continuing Operations during the Performance Period. Except as provided in Section 4.1 below, in the event of the termination of employment of Employee with the Company and its Subsidiaries for any other reason before the end of the Vesting Period, all Performance Based Restricted Stock Units that are not vested at the time of such termination of employment (after first taking into account the accelerated vesting provisions of this Section 4) shall be forfeited. In the event of termination of employment (whether or not in breach of local labor laws), the Company shall have the exclusive discretion to determine the date of termination of employment for purposes of this Award. Such termination date shall be the last day of the Measurement Period, (x) date that the Participant shall earn is no longer actively employed and vest in the Target PRSUs as will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death “garden leave” or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (similar period pursuant to Section 6(blocal law)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. Except as provided in Sections 3(b) and 3(c) below and to the extent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (aas defined below) The and certification of performance by the Committee, but no later than March 15, 2024 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus #ᴅʟᴘ_MICRODOT [{'title': 'Data Security Classification', 'text': 'Confidential'}]_END Common Dividends, each as defined on Appendix A, relative to the Peer Group, as defined on Appendix B, over a three-year performance period for the PRSUs shall be the period beginning on January 1, 2024 2021 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) 2023 (the “Measurement Performance Period”). Subject to ) as certified by the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable Committee following the end of the Measurement Performance Period, . The number of Units that shall vest and the Committee number of Shares that shall determine become issuable on the level Date of achievement Issuance shall be determined as set forth on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the Performance Metrics Period is less than or equal to zero, as provided on Appendix A. The number of Units vesting and the percentage number of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs Shares that shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled become issuable on the effective date Date of the Change of Control and (z) Issuance shall also be subject to reduction in accordance with section 12 below. With respect to any PRSUs (and any related Dividend Equivalents) Units that do not become earned and have vested on the Change in Control Date of Issuance, the Shares related thereto shall be forfeited issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and cancelled with no consideration. (ii) If paid out as additional shares at the Participant’s employment with time of the Company terminated award as provided in Section 6 below. All Units, including your rights thereto and to the underlying Shares, which do not vest on or before the Change Date of Issuance, as provided in Control by the Company on account of the Participant’s death or disabilitythis Section 3, then (w) the effective date of the Change in Control shall immediately be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs forfeited as of such Date of Issuance (to the Change in Control extent not previously forfeited as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationprovided herein).

Vesting. (a) The performance period for Unless earlier terminated, forfeited, relinquished or expired, and subject to the PRSUs shall be Grantee’s continued employment through the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreementapplicable vesting dates, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that Performance Stock Units shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon vest as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successorfollows: (i) If the Participant is employed by Administrator certifies that the performance metric set forth in Appendix A attached hereto (the “Vesting Metric”) has been achieved at at least the Threshold level of performance during fiscal year 2020, 33% of the Earned Performance Stock Units (as determined pursuant to Appendix A) shall vest on the later of (x) the date on which the Administrator certified such achievement and (y) March 1, 2021 (such date, the “First Time-Based Vesting Date”); and (ii) if the Administrator certifies that the Vesting Metric has been achieved at at least the Threshold level of performance during fiscal year 2020, the remaining 67% of the Earned Performance Stock Units shall vest on the first anniversary of the later of (x) the date on which the Administrator certified such achievement and (y) March 1, 2021 (such date, the “Second Time-Based Vesting Date” and together with the First Time-Based Vesting Date, the “Time-Based Vesting Dates”). (b) Notwithstanding anything to the contrary in Section 3(a) above, in the event that the Company fails to achieve the Threshold level of performance under the Vesting Metric during fiscal year 2020, the vesting of the Performance Stock Units shall immediately cease and all of the Performance Stock Units shall be immediately forfeited as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationfiscal year 2020. (iic) Notwithstanding anything to the contrary in Section 3(a) above and subject to the conditions set forth below, if the Company consummates a Covered Transaction prior to the end of fiscal year 2020, the Performance Stock Units granted hereby that have not otherwise vested or been terminated, forfeited, relinquished or expired prior to the Covered Transaction shall automatically become a number of time-vested restricted stock units assuming the greater of target or expected (as determined by the Administrator) level of performance (“Restricted Stock Units”), which Restricted Stock Units shall vest on the first anniversary of the Covered Transaction, subject to Grantee’s continued employment through that date. If the Participant’s employment with Administrator certifies that the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had Vesting Metric has been achieved at during fiscal year 2020, the Target level set forth in Exhibit Aapplicable Time-Based Vesting Dates shall not be affected by any Covered Transaction, (y) such Target PRSUs and the Earned Performance Stock Units shall be settled continue to vest based on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationtheir applicable Time-Based Vesting Dates.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the number vesting of PRSUs that shall be deemed earned the Grantee’s rights and vested, if any, interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based on upon the level of achievement satisfaction of the performance metrics set forth on Exhibit A goal specified in this Section 2 (such performance metrics, the “Performance MetricsGoal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUsCompany’s adjusted core earnings per share (as defined below) during the five-year period beginning [______________], and ending on [______________] (the “Performance Period,” subject to early termination in accordance with Section 2(b)). Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at The Cumulative EPS for the end of the Measurement Performance Period shall be forfeited and cancelled for no value without further action determined by the sum of the Participant or adjusted core earnings per share for the Company. As soon as reasonably practicable following the end of the ’s fiscal years ending [______________], [______________], [______________], [______________] and [______________] and shall be measured on three dates: [______________], [______________] and [______________] (each a “Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”) (in each case subject to adjustment under Section 7(b)). As soon as reasonably practicable following For purposes of this Agreement, “adjusted core earnings per share” means the Determination Date Company’s net income determined under U.S. generally accepted accounting principles (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs“GAAP”), all earned before amortization of intangibles, stock-based compensation expense and vested PRSUs shall be settledrelated charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) In the event The portion of the occurrence of a Change Grantee’s rights and interest in Control the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the first Measurement Date (that is, [______________]) during the Measurement Performance Period where shall be determined in accordance with the PRSUs are not assumed or exchanged for an equivalent substitute award by following schedule: Beginning [ ] and Ending [ ] Notwithstanding the Company or its successor: foregoing schedule, (i) If if the Participant certified achievement of the Performance Goal at the first Measurement Date (that is, [______________]) is employed at or above a Cumulative EPS of [$X] (that is, 100 percent or more of the related Shares are certified to vest and become non-forfeitable), then the Performance Period shall end on the first Measurement Date and no additional related Shares shall be available to become vested under this Agreement; (ii) if the certified achievement of the Performance Goal at the first Measurement Date is at a Cumulative EPS of less than [$X] (that is, less than 100 percent, if any, of the related Shares are certified to vest and become non-forfeitable), then the cumulative percentage of related Shares underlying the Restricted Stock Units that may be certified to vest and become non-forfeitable during the Performance Period shall not exceed 100 percent, and the number of Restricted Stock Units and related Shares that may be certified to vest and become non-forfeitable as of any Measurement Date after the first Measurement Date shall be reduced (but not below zero) by the Company number of Restricted Stock Units and related Shares, if any, that were certified to vest and become non-forfeitable on any preceding Determination Date (as defined below); and (iii) no fractional Shares shall be issued, and subject to the preceding limitations on the number of related Shares available under this Agreement (that is, 150 percent of the Change in Control, then (w) related Shares through the effective date first Measurement Date and 100 percent of the Change in Control related Shares thereafter), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationnext whole Share. (iic) If The portion of the ParticipantGrantee’s employment rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the second Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the Company following schedule (reduced by the number of Restricted Stock Units that were previously certified to vest and become non-forfeitable on any preceding Determination Date, as provided in Section 2(b)): Beginning [ ] and Ending [ ] (d) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the third Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule (reduced by the number of Restricted Stock Units that were previously certified to vest and become non-forfeitable on any preceding Determination Date, as provided in Section 2(b)): Beginning [ ] and Ending [ ] (e) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.the

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and Except as otherwise provided in this Grant Agreement, this Option (to the consummation of extent not previously exercised) may be exercised, in whole or in part, on a Change cumulative basis, with respect to the Shares that have become “vested” in Control) (accordance with the following vesting schedule, provided that the Optionee remains in the “Measurement Period”). Continuous Service” (as defined below) of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the terms and conditions Option that will become vested: March 1, 2012 One-third of this Agreement, the total number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics Shares set forth on Exhibit A (such performance metricsMarch 1, 2013 One-third of the “Performance Metrics”) over total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the Measurement Periodextent that a fractional number of shares become exercisable on any Vesting Date, with the number of PRSUs that Shares with respect to which the Option may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period exercised shall be forfeited rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics fully vested and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year exercisable in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of that (i) the occurrence of Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control during occurs while the Measurement Period where Optionee is in the PRSUs are not assumed or exchanged for an equivalent substitute award by Continuous Service of the Company or any of its successor: Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (i) If the Participant is employed by the Company as of the Change in Control, then (w1) the effective date of the Change Option terminates and is canceled in Control shall be the last day of the Measurement Periodaccordance with this Grant Agreement, (x2) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level expiration date set forth in Exhibit AA (the “Expiration Date”), (y3) such Target PRSUs shall be settled the date on which the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the ParticipantOptionee’s employment with the Company or any of its Subsidiaries is terminated before for “Cause” (as defined below), or (4) the Change in Control by date that Optionee’s Continuous Service with the Company on account or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the Participant’s death or disability, then (w) following terms shall have the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.assigned meanings:

Vesting. Unless otherwise provided in this Award Agreement or in the Plan, the RSUs shall be subject to the following conditions for vesting: (a) The performance period for Committee shall determine whether First Commercial Approval or Second Commercial Approval has been obtained and the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vestednumber, if any, shall be determined based of RSUs earned. The date on which the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, Committee makes its determination as to First Commercial Approval is hereinafter referred to as the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “First Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in The date on which the end of Committee makes its determination as to Second Commercial Approval is hereinafter referred to as the Measurement Period occurs), all earned and vested PRSUs shall be settled“Second Determination Date”. (b) In The target number of RSUs as set forth above will be earned (the event “Target Earned RSUs”) upon receipt of the occurrence first Commercial Approval from any Regulatory Authority for any therapeutic compound or product of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company (the “First Commercial Approval”), provided that such approval is granted on or its successor:before the Performance Deadline. The difference between the maximum number of RSUs and target number of RSUs will be earned (the “Incremental Earned RSUs”, and together with the Target Earned RSUs, the “Earned RSUs”) upon receipt of the second Commercial Approval from any Regulatory Authority (which may, but need not, be the same Regulatory Authority that granted the First Commercial Approval) for any therapeutic compound or product of the Company (the “Second Commercial Approval”), provided that such approval is granted on or before the Performance Deadline. (ic) If the Participant is employed by the Company Except as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level otherwise set forth in Exhibit Athis Award Agreement, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) one-half of the Target PRSUs Earned RSUs shall become vested and nonforfeitable on the First Determination Date, provided Participant has maintained its relationship as a Service Provider. The second half of the Change in Control Target Earned RSUs shall become vested and nonforfeitable on the first anniversary of the First Determination Date, provided Participant has maintained its relationship as if the Performance Metrics had been achieved at the Target level a Service Provider. Except as otherwise set forth in Exhibit Athis Award Agreement, (y) such Target PRSUs one-half of the Incremental Earned RSUs shall be settled become vested and nonforfeitable on the effective date Second Determination Date, provided Participant has maintained its relationship as a Service Provider. The second half of the Change of Control Incremental Earned RSUs shall become vested and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested nonforfeitable on the Change in Control shall be forfeited and cancelled with no considerationfirst anniversary of the Second Determination Date, provided Participant has maintained its relationship as a Service Provider.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this AgreementFor any Award Period, the consummation following number of Performance Shares shall vest if and only if a Change Management Representative (defined below) or the Compensation Committee, as applicable, determines, in Controlaccordance with this Paragraph 4, that the Performance Target (as defined in Paragraph 4(e)(iii)) (for that Award Period has been met by the “Measurement Period”). Subject to Trust: If there are any Performance Shares that have not vested after Management's Representative or the terms and conditions of this AgreementCompensation Committee, as applicable, has determined the number of PRSUs Performance Shares that shall be deemed earned and vested, if any, shall be determined based on will vest with respect to the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement final Award Period, with the number of PRSUs that may then any and all then-remaining Performance Shares which have not vested shall terminate and be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledforfeited. (b) In Within sixty (60) days after the event end of each Award Period, Management's Representative or the Compensation Committee, as applicable, shall determine whether the Performance Target has been met by the Trust for such Award Period and thereafter, shall promptly notify the Key Employee (or the executors or administrators of the Key Employee's estate) of such determination. If Management's Representative or the Compensation Committee, as applicable, determines that the Performance Target has been met for such Award Period, then the number of Performance Shares specified in Paragraph 4(a) above with respect to such Award Period shall vest. (c) Notwithstanding the foregoing, all remaining Performance Shares shall vest if the Key Employee shall incur an Involuntary Termination (as defined in the Plan) during the one year period commencing with the occurrence of a Change in Control during Control. (d) As soon as reasonably practicable after the Measurement Period where vesting of all or any portion of the PRSUs are Performance Shares, the Trust shall notify Key Employee or the Key Employee's legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Performance Shares (“Tax Notice”). Key Employee or Key Employee's legal representative, as applicable, shall tender to the Trust the amount specified in the Tax Notice within five (5) business days after the date of the Tax Notice, or such longer period of time as the Trust may designate. The Trust shall not assumed be required to remove the restrictions on such Shares until such time as the Key Employee or exchanged for an equivalent substitute award the Key Employee's legal representative, as applicable, shall have paid such tax withholding amount in full. The Trust, at its sole discretion and on such terms and conditions determined by the Company Trust from time to time, may permit the Key Employee or its successor: the Key Employee's legal representative to satisfy the Trust's minimum statutory tax withholding obligations as determined by the Trust's accounting department through (i) If the Participant is employed sale of all or a portion of such Shares resulting from this Agreement through the employer's broker or (ii) by returning to the Company Trust a number of Shares having a fair market value equal to the minimum statutory tax withholding amount due. Shares cannot be returned to the Trust and withheld to satisfy more than the required minimum statutory tax withholding amounts. In the event Key Employee or Key Employee's legal representative, as applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Trust may, in its sole discretion, satisfy such tax and withholding obligations by: (i) returning to the Trust all or a portion of the Change in ControlShares issued under this Agreement; or (ii) withholding the required amounts from other amounts due the Key Employee or Key Employee's legal representative, then (w) as applicable. The Trust is authorized to pay over to the effective date of the Change in Control appropriate authority, all federal, state, county, city or other taxes as shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) required pursuant to any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationlaw or governmental regulation or ruling. (iie) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account For purposes of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.this Agreement:

Vesting. (ai) All of the Restricted Stock Units shall initially be unvested. All Restricted Stock Units shall vest based on the Company’s achievement of the Performance Goals. The Compensation Committee shall determine achievement of such Performance Goals in its sole discretion, and the date upon which the Compensation Committee determines such performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) applicable vesting date (the “Measurement PeriodDate of Vesting”). Subject If Grantee terminates Grantee’s Business Relationship with Lands’ End prior to the terms Date of Vesting (except as provided in subsection 3(a)(ii) and conditions (iii) below), such Grantee shall forfeit any unvested Restricted Stock Units upon such termination of this Agreementemployment. (ii) If, following the number twelve (12) month anniversary of PRSUs that the Issuance Date, Grantee’s Business Relationship with Lands’ End terminates due to the Grantee’s permanent and total disability (as defined in the Company’s long-term disability program, regardless of whether the Grantee is covered by such program) (“Disability”), Restricted Stock Units not previously vested shall be deemed earned and vested, if any, shall be determined remain eligible to vest on a prorated basis through the date of termination based on the level of achievement actual performance of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested Company at the end of the Measurement Period Performance Period. (iii) If, following the twelve (12) month anniversary of the Issuance Date, Grantee’s Business Relationship with Lands’ End terminates due to the Grantee’s death, Restricted Stock Units not previously vested shall remain eligible to vest on a prorated basis through the date of death, and his or her estate shall be forfeited and cancelled for no value without further action eligible to receive such pro-rated Restricted Stock Unit award, payable in cash based on actual performance of the Participant or the Company. As soon as reasonably practicable following Company at the end of the Measurement Performance Period. (iv) Any proration of the Restricted Stock Units described in subsections 3(a)(ii) and(iii) shall be based on a fraction, the Committee shall determine numerator of which is the level number of achievement of full months lapsed during the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (Period through the date of such determinationtermination or death, as applicable, and the denominator of which is the full number of months in the Performance Period (the “Determination DatePro Rata Fraction”) and the number of Restricted Stock Units which vest per subsections 3(a)(ii) and (iii). As soon , shall be determined by multiplying (i) the .Pro Rata Fraction by (ii) the number of Restricted Stock Units that would have vested based on actual performance as reasonably practicable following determined by the Determination Date (but no later than March 15th of the year following the year in which Compensation Committee at the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledPerformance Period. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this AgreementSection 3, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 6 or Section 7 of this Agreement, the extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”). The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the one-year period beginning September 1, 2020 and ending on August 31, 2021 (the “Performance Period”). Cumulative EPS for the Performance Period shall be measured on August 31, 2021 (“Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets; (2) stock-based compensation expense and related charges; (3) goodwill impairment charges, net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target; and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with previously approved Board restructuring plans, divided by the weighted average number of PRSUs that shall outstanding shares as of August 31, 2021 and determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be deemed earned materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule: Notwithstanding the foregoing schedule, with no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs Shares available under this Agreement, any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination may be earned and vested ranging from zero to 200% made by (i) such Grantee’s divisional Executive Vice President or Chief Executive Officer, (ii) the Chief Operating Officer of the Target PRSUsCompany or (iii) the President of the Company (each, an “Authorized Officer”). Any PRSUs (The Committee’s or Authorized Officer’s good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Measurement Period where Company, or any other circumstance or event, including any circumstance or event outside the PRSUs are not assumed or exchanged for an equivalent substitute award by control of the Grantee, adversely affects the ability of the Company or its successor: (i) If the Participant is employed by Grantee to satisfy the Company as Performance Goal or in any way prevents the satisfaction of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2017 and ending on August 31, 2020 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2020 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, restructuring and related charges under approved plans, goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill [ ] divided by the weighted average number of PRSUs outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary in the preceding sentence, the attainment of the Performance Goal will be measured by appropriately adjusting the evaluation of Performance Goal performance to exclude the effect of any changes in accounting principles that shall may be deemed earned required by GAAP after the Date of Grant affecting the Company’s Performance Goal results. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule: Less than [$X] 0 % [$X] 20 % [$X] 100 % [$X] 150 % Notwithstanding the foregoing schedule, with no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be earned and vested ranging from zero to 200% made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Target PRSUsCompany or by the President of the Company (each, an “Authorized Officer”). Any PRSUs (The Committee’s or Authorized Officer’s good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for right to retain the PRSUs Awarded Parent Shares shall be subject to vesting in the period beginning January 1, 2024 and ending on December 31, 2026 manner specified in this Section 1(b). (or, if earlier and i) Except as otherwise provided in this Section 1(b), the Awarded Parent Shares shall become vested in accordance with the following schedule (rounded down to the nearest whole Parent Share), if (and only if) as of each such date Executive is, and since the Closing continuously has been, employed by Parent or any of its subsidiaries: There shall be no vesting between any such dates (i.e., all vesting is “quarterly cliff”). All Awarded Parent Shares which have not become vested hereunder are collectively referred to as “Unvested Parent Shares.” (ii) If Executive so elects, in Executive’s sole discretion, within 30 days after the Awards Closing (as defined below), Executive may make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit B attached hereto. Executive acknowledges that it is Executive’s sole responsibility to timely file any Section 83(b) election and that failure to file a Section 83(b) election within the applicable thirty (30) day period may result in the recognition of ordinary income when and as the Awarded Parent Shares becomes vested. (iii) Upon and simultaneously with Executive’s execution and delivery of this Agreement, Executive shall execute in blank five security transfer powers in the consummation form of a Change in Control) Exhibit C attached hereto (the “Measurement PeriodSecurity Powers”). Subject ) with respect to the terms Awarded Parent Shares and conditions shall deliver such Security Powers to the Company. Executive hereby authorizes the Company to complete and use the Security Powers to assign, transfer and deliver the Awarded Parent Shares that remain Unvested Parent Shares following Executive’s termination of employment with Parent and its subsidiaries to the Company. All certificates evidencing Unvested Parent Shares shall be held by the Company until they become vested or are forfeited. Upon any Unvested Parent Shares becoming vested, the Company promptly shall deliver the certificates evidencing such shares to Executive at the address set forth in Section 8(f). (iv) Upon and simultaneously with Executive’s execution and delivery of this Agreement, Executive shall deliver to the Company a spousal consent in the form of Exhibit D attached hereto, unless Executive is not then married. If, at any time subsequent to the date hereof but prior to December 31, 2012, Executive becomes legally married (whether in the first instance or to a different spouse), Executive shall cause his or her spouse to execute and deliver to the Company a spousal consent in the form of Exhibit D hereto. Executive’s failure to deliver to the Company an executed spousal consent at any time when he or she otherwise would be required to deliver such consent shall constitute Executive’s continuing representation and warranty to the Company that Executive is not legally married as of such date. (v) If Executive’s employment terminates after the Closing by Executive’s resignation with Good Reason or by Parent or any of its subsidiaries without Cause, then, in either case, all Awarded Parent Shares which have not yet become vested shall become vested. For the purposes of this Agreement, the number of PRSUs that capitalized terms “Cause” and “Good Reason” shall be deemed earned have the meanings given to them in the Amended and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon Restated Senior Management Agreement as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company effect as of the Change in Control, then Awards Closing (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) without giving effect to any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationsubsequent amendments thereto). (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period Company will pay you the Per Share Cash Value for the PRSUs shall each vested Unit, with such payment to be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based made on the level of achievement applicable vesting date or as soon as administratively practicable thereafter; provided that in no event shall any such payment be delivered later than the fifteenth day of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable third month following the end of the Measurement Periodcalendar year with respect to which the Units were earned and not subject to forfeiture. For purposes of vesting under this Deferred Cash Replacement Award, with respect to any PSU award, you are entitled to vest in an amount no greater than the Committee shall determine target amount of Units under the level award. Each Unit with respect to a RSU will vest, and you will receive the Per Share Cash Value for each such Unit, in accordance with the time-vesting schedule in your applicable Grant Summary. Each Unit with respect to a PSU will be deemed to vest ratably on the last day of achievement each fiscal year during the portion of the Performance Metrics performance period (as set forth in the applicable Grant Summary) applicable to the Units that occurs following the Effective Date, and you will receive the percentage of the Target PRSUs earned pursuant to Per Share Cash Value for each such criteria Unit, in accordance with this time-vesting schedule and this Paragraph 2 (the date of such determination, the “Determination Date”Vesting). As soon as reasonably practicable following Notwithstanding the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs)foregoing, all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award if your “Employment” is terminated by the Company or your “Employer” without “Cause” (each as defined below) on or following the Effective Time and prior to the 24-month anniversary of the Effective Time, you will become 100% vested as of your date of Employment termination and the payment of the Per Share Cash Value for each Unit vesting upon the date of your Employment termination will be made within ten days following such date. As used herein, the term “Cause” means: (a) a violation of your obligations regarding confidentiality or the protection of sensitive, confidential or proprietary information, or trade secrets; (b) an act or omission by you resulting in your being charged with a criminal offense that constitutes a felony or involves moral turpitude or dishonesty; (c) conduct by you that constitutes poor performance, gross neglect, insubordination, willful misconduct, or a breach of the Company’s Code of Conduct or a fiduciary duty to the Company or its successor: stockholders; or (id) If the Participant is employed determination by the Company as senior management of the Change in ControlCompany that you violated state or federal law relating to the workplace environment, then (w) the effective date of the Change in Control shall be the last day of the Measurement Periodincluding, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit Awithout limitation, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationlaws relating to sexual harassment or age, sex, race, or other prohibited discrimination. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2014 and ending on August 31, 2017 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2017 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. The Committee shall make this determination within ninety (90) days after the Measurement Date (“Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs vesting of this Award shall be subject to the period beginning January 1, 2024 time-based vesting provisions set forth herein and ending the Company’s collection of the outstanding accounts receivable on the Suez Canal project in fiscal year 2016 in the amount of $21,200,940. If the Company fails to achieve the performance goal specified in this Section 2(a) on or prior to December 31, 2026 (or2016, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period Award shall be forfeited in its entirety and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs payment shall be settledmade with respect to this Award. (b) In Except as may be accelerated as set forth below, and except as may be accelerated as set forth in any employment or consulting agreement between the event Participant and the Corporation or an Affiliated Entity, the Award shall vest on the third anniversary of the occurrence Award Date (the “Vest Date”) if the Participant is continuously employed by the Corporation or an Affiliated Entity through the Vest Date. (c) Upon the Participant’s termination due to death or Disability (as defined below), to the extent not previously forfeited (including pursuant to Section 2(a)), the Award shall be fully vested. (d) Upon the Participant’s termination due to Retirement (as defined below), to the extent not previously forfeited (including pursuant to Section 2(a)), the Award shall vest on the date of termination; provided however, if the Participant’s Termination due to Retirement occurs prior to December 31, 2016, then the portion of the Award that shall 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) Award value. Any portion of the Award that does not vest in accordance with the formula shall be forfeited. (e) Upon a Change in Control during (as defined in the Measurement Period where Great Lakes Dredge & Dock Corporation 2007 Long-Term Incentive Plan (the PRSUs are not assumed or exchanged for an equivalent substitute award by “2007 Plan”)), the Company or its successor: (i) If the Participant is employed by the Company as Compensation Committee of the Change in Control, then (w) the effective date Board of Directors of the Corporation (the “Committee”) may elect, in its sole discretion, to accelerate the vesting of the Award. No provision of this Agreement shall require the Committee to accelerate such vesting upon a Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) or any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationother event. (iif) If To the extent the Award has not vested upon the Participant’s termination for any reason other than death, Disability or Retirement, the Award shall be immediately forfeited upon such termination, except as may be otherwise provided in this Section 2(f), below. If an employment with or consulting agreement provides for some degree of accelerated vesting of long-term incentive award conditioned on the Company terminated before Participant signing a release, separation agreement or other post-termination conduct, the Change forfeiture of the unvested Award will be held in Control abeyance until the period for signing the release or separation agreement (and not rescinding it) or such other post-termination conduct expires, at which point a determination will be made by the Company on account 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 Payment Date shall be 60 days after the date of the Participant’s death or disabilitytermination; provided, then (w) however, in the effective date event the Participant satisfies the Rule of 75 at the Change in Control time of such termination, the Payment Date shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationregularly scheduled Vest Date.

Vesting. (a) The performance period for Unless otherwise set forth in an agreement between the PRSUs shall be Participant and the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this AgreementCompany, the number of PRSUs PSUs that shall be deemed earned and vestedvest on the applicable Vesting Date(s), if any, shall be determined based on by the level of achievement attainment of the performance metrics set forth on Exhibit Performance Metric during the Performance Periods in accordance with Appendix A (such performance metricsattached hereto, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero subject to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant continuously providing services to the Company or the Companyits Affiliates through each such Vesting Date. As soon as reasonably practicable following the end of the Measurement Period, the The Committee shall determine certify the level of achievement of the Performance Metrics and Metric no later than thirty (30) days following the percentage last day of each Performance Period, as contemplated by Appendix A. Notwithstanding the Target PRSUs earned pursuant to such criteria (the date of such determinationpreceding sentence, the “Determination Date”). As any PSUs achieved by Participant shall settle as soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledapplicable Vesting Date. (b) In Unless otherwise set forth below, if the event Participant incurs a termination of service for any reason at any time prior to the applicable Vesting Date(s) contemplated by Appendix A (including if the Participant voluntarily resigns without Good Reason), the Participant shall forfeit any unvested PSUs as of the occurrence date of termination of service. 1 Note to draft: The number of PSUs representing a target value of $2.45 million, determined by the Monte Carlo method. (c) Upon the Participant’s termination of service (i) by the Company without Cause (which term for all purposes of this Agreement shall have the same meaning as a “Cause Event” under the Employment Agreement) or (ii) by the Participant for Good Reason, in either case during the period beginning three (3) months prior to the effective date of a Change in Control during and ending on the Measurement second anniversary following such effective date (such period a “CIC Period” and such termination, a “CIC Termination”), then in each case the unvested PSUs shall vest in full (x) based on actual performance for any Performance Period where that is completed prior to the PRSUs are termination date, or (y) for any Performance Period that is not assumed or exchanged for an equivalent substitute award completed prior to the termination date, and notwithstanding anything in Appendix A to the contrary, based on the Change in Control price, as determined by the Company or its successor: Committee by reference to the definitive documentation for the Change in Control transaction and with any such Performance Period under this clause (iy) If being deemed to have ended on the Participant is employed by date of the Company as consummation of the Change in Control, then . Any PSU’s that vest in accordance with this clause (wc) shall vest as of the effective date of the Participant’s termination of service or the date of such Change in Control shall be Control, if later than the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change such termination of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationservice. (iid) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of Upon the Participant’s death or disabilityDisability, then the unvested PSUs shall vest in full (wx) based on actual performance for any Performance Period that is completed prior to the effective termination date, or (y) for any Performance Period that is not completed prior to the termination date, and notwithstanding anything in Appendix A to the contrary, with the applicable price being based on the average closing stock price of each trading day during the 90 calendar days ending on the day before the termination date and with any such Performance Period under this clause (y) being deemed to have ended on the date of the Change in Control shall termination, and with such vesting to be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs effective as of the Change date of the termination. (e) Upon the Participant’s termination of service (i) by the Company without Cause, or (ii) by the Participant for Good Reason, in Control each case, outside the CIC Period, the unvested PSUs shall vest on the applicable Vesting Date as if the Participant had remained actively employed through such date, based on actual performance for any Performance Metrics had been achieved Period; provided, however, such unvested PSUs shall, at all times prior to the Target level set forth applicable Vesting Date, remain subject to forfeiture in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled accordance with no considerationSection 3 below.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, Grantee's continued employment with the number Company through the Vesting Date (defined below) and the Company's attainment of PRSUs that may be earned and vested ranging from zero to 200100% of the applicable Target PRSUs. Any PRSUs (and any related Dividend Equivalentsas defined below) that are determined not with respect to be earned and vested at the end fiscal year of the Measurement Period Company that precedes the fiscal year during which the Vesting Date occurs, the Restricted Stock Award shall be forfeited and cancelled for no value without further action vest as to one-third of the Participant or shares of Restricted Stock underlying the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria Restricted Stock Award (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b"Annual Vesting Portion") In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be on the last day of the Measurement Periodfiscal first quarter of each of the 2006, 2007 and 2008 fiscal years of the Company (x) each a "Vesting Date"); PROVIDED, HOWEVER that, if, the Participant Company attains or exceeds 90% of the Target, but less than 100%, with respect to any fiscal year, then the Annual Vesting Portion shall earn and vest in respect of such fiscal year as follows: 50% of the Annual Vesting Portion shall vest if 90% of Target PRSUs is attained, and, for performance between 90% and 100% of Target, the remaining amount of the Annual Vesting Portion that vests shall be determined using straight line interpolation. To the extent that any shares comprising the Annual Vesting Portion do not vest on the applicable Vesting Date as provided in this Section 2, such shares shall be forfeited, together with any associated purchase price by the Grantee for said restricted shares. In no event later than 90 days after the commencement of each fiscal year of the Company, the Committee shall establish a Company performance target (the "Target") for such fiscal year, which may consist of one or more performance measurements. Notwithstanding the foregoing, with respect to each of the 2005, 2006 and 2007 fiscal years of the Company, the Committee shall have sole discretion to determine whether the applicable Target has been met as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of such Fiscal Year, and any Annual Vesting Portion shall be deemed vested as of the Measurement Period, (x) Vesting Date only to the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) extent of attainment of the Target PRSUs as of certified by the Committee. The Target and its constituent performance measurements may be equitably adjusted by the Committee in its sole discretion to reflect a Change in Control (as if defined in the Performance Metrics had been achieved at the Target level set forth Plan) and other corporate events, including, without limitation, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, other relevant changes in Exhibit Acapitalization, (y) such Target PRSUs extraordinary non-recurring events, acquisitions, divestitures and other corporate changes. Vesting shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change occur only in Control shall be forfeited and cancelled with no considerationwhole shares.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and 3.1 Except as otherwise provided in this Agreement, provided that the consummation Participant has not incurred a Termination of a Change Service as of the applicable vesting date, and further provided that any additional conditions and performance goals set forth in ControlAppendix A (attached hereto) (have been satisfied, the “Measurement Period”). Subject Restricted Stock Units will vest and no longer be subject to any restrictions in accordance with the terms following schedule: Upon completion of the Performance Period as described in Appendix A As provided in Appendix A Once vested, the Restricted Stock Units become "Vested Units." 3.2 Except as provided in Sections 3.3, 3.4 and conditions 3.5 of this Agreement, the number foregoing vesting schedule notwithstanding, upon the Participant's Termination of PRSUs that Service for any reason at any time before all of his or her Restricted Stock Units have vested, the Participant's unvested Restricted Stock Units shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be automatically forfeited and cancelled for no value without neither the Company nor any Subsidiary shall have any further action of obligations to the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledunder this Agreement. (b) In 3.3 If the event Participant’s Termination of the occurrence Service occurs as a result of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award Termination of Service by the Company without Cause or its successor: (i) If a Termination of Service by the Participant for Good Reason (as such term is employed by defined in the Company as Participant’s written employment agreement with the Company), a pro-rated portion of the Change in Control, then (w) the effective date of the Change in Control Restricted Stock Units shall be remain outstanding and eligible to vest based on actual performance through the last day of the Measurement Performance Period, (x) based on the number of days during the Performance Period that the Participant shall earn and vest in was employed provided the Target PRSUs as Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company or any of its Subsidiaries. Upon the breach by the Participant of the Change in Control as if terms of any such agreement, the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs Restricted Stock Units shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be automatically forfeited and cancelled with no considerationneither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. (ii) 3.4 If the Participant’s employment with the Company terminated before the Change in Control by the Company on account Termination of Service occurs as a result of Retirement (as defined below), a pro-rated portion of the Participant’s death or disability, then (w) the effective date of the Change in Control Restricted Stock Units shall be remain outstanding and eligible to vest based on actual performance through the last day of the Measurement Period, (x) Performance Period based on the number of days during the Performance Period that the Participant was employed, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the Restricted Stock Units shall earn be automatically forfeited and vest neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.5 If, within the twenty-four (24) month period following a Change in Control, the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Pro Rata Portion (pursuant to Section 6(bParticipant’s written employment agreement with the Company)) of , the Restricted Stock Units shall immediately become vested based on the Target PRSUs as Performance. 3.6 For purposes of this Section 3, “Retirement” with respect to a Participant means his or her election to effect a Termination of Service in connection with such person’s retirement from continued employment and the Change Participant either (a) has attained the age of 65 or (b) has attained the age of 55 and has ten full years of service with the Company, in Control as if each case, provided that no facts, circumstances or events exist which would give the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date Company a basis to effect a Termination of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationService for Cause.

Vesting. (a) The performance period Granted PBRSUs shall be subject to both a time-based vesting condition (the “Time-Based Condition”) and a performance-based vesting condition (the “Performance-Based Condition”), as described herein. None of the Granted PBRSUs (or any portion thereof) shall be “vested” for purposes of this Agreement unless and until both the Time-Based Condition and the Performance-Based Condition for such Granted PBRSUs are satisfied. The number of Granted PBRSUs that become “vested” for purposes of this Agreement (which, for the PRSUs sake of clarity and avoidance of doubt, may be less than or greater than the number of PBRSUs specified above as having been granted on the Grant Date) shall equal the product of (x) the number of the Granted PBRSUs that have satisfied the Time-Based Condition and (y) the percentage level at which the Performance-Based Condition has been satisfied. (i) The Time-Based Condition shall be satisfied as to equal 1/3rd installments of the period beginning January 1Granted PBRSUs on each of (A) Performance Measurement Date (as defined below), 2024 (B) the 12-month anniversary of the Performance Measurement Date, and ending on December 31(C) the 24-month anniversary of the Performance Measurement Date (each, 2026 (ora “Time-Vesting Date”), if earlier and in each case subject to the Participant not having ceased to perform services to the Company, except as otherwise provided in this AgreementSection 2(c), prior to such Time-Vesting Date. In the consummation event of a Change in of Control, and provided the Participant has not ceased to perform services to the Company through such Change of Control, the Time-Based Condition shall be deemed satisfied with respect to all of the Granted PBRSUs. (ii) The percentage level at which the Performance-Based Condition is satisfied will be measured as of the Performance Measurement Date and will be equal to the average of the Achievement Percentages separately determined for the Performance Goals (as defined below), where such average ultimately is determined by weighing differently each of the “Performance Goals as follows: [•]% of such average will be measured by Cumulative Adjusted EBITDA; [•]% of such average will be measured by End-to-End RCM Agreement Growth; and [•]% of such average will be measured by Modular Sales Revenue. Cumulative Adjusted EBITDA ($M) End-to-End RCM Agreement Growth ($B) Modular Sales Revenue ($M) Below Threshold <[•] <[•] <[•] [•] Threshold [•] [•] [•] [•] Target [•] [•] [•] [•] Maximum [•] [•] [•] [•] (1) If the Performance Measurement Period”). Subject Date is the Non-COC Measurement Date, then achievement will be determined pursuant to Table 1 above, subject to the terms and conditions of this Agreementparagraph. The maximum number of Granted PBRSUs that satisfy the Performance-Based Condition and thus become “vested” cannot exceed [•]% of the Granted PBRSUs. For each Performance Goal, performance between Threshold and Target or between Target and Maximum will be determined on a pro-rata basis using straight-line interpolation between the Achievement Percentages for the relevant levels of performance. Example: If Cumulative Adjusted EBITDA is $[•], the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metricsAchievement Percentage for Cumulative Adjusted EBITDA is [•]%. If End-to-End RCM Agreement Growth is $[•], the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUsAchievement Percentage for End-to-End RCM Agreement Growth is [•]%. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement PeriodIf Modular Sales Revenue is $[•], the Committee shall determine the level of achievement of the Performance Metrics and Achievement Percentage for Modular Sales Revenue is [•]%. Accordingly, the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in level at which the end of Performance-Based Condition is satisfied, after giving weight to the Measurement Period occurs)different Performance Goals at [•]%, all earned [•]% and vested PRSUs shall be settled[•]%, respectively, is [•]%. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (aA) The performance period On the last day of the Measurement Period, the PRSU Shares stated on the Acceptance Page shall be adjusted pursuant to the Specific Performance Goals as set forth on Exhibit A attached hereto, and after the adjustment, become the total number of the Vested Shares that will be used to settle the PRSUs 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 Event4 takes place prior to the Vesting 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 PRSUs shall be forfeited in their entirety and no distribution or payment of any amount under such PRSUs shall ever be made to the period beginning January 1Recipient. For clarity, 2024 and ending on December 31any PRSUs, 2026 assumed, continued or substituted following the Sale Event (or, if earlier and as otherwise provided in this Agreement, that takes place prior to the consummation of a Change in ControlVesting Start Date) will be subject to section 2(B) below. (the “Measurement Period”). B) Subject to the terms and conditions of this AgreementAgreement and the Plan and unless otherwise forfeited pursuant to section 3, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee PRSUs shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria vest (the date of such determinationthat is, the “Determination Restricted Date”). As soon The Committee’s determination shall be final and binding on the Recipient. If the Recipient was determined by the Committee as reasonably practicable 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 following the Determination Specified Employee Identification Date (but no later than March 15th of i.e., from February 1st to the year following the year in which the end of the Measurement Period occursJanuary 31st), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed even if he or exchanged for an equivalent substitute award she is no longer employed or engaged by the Company on or its successor: 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 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) If the Participant is employed by sale or other disposition of all or substantially all of the assets of the Company as 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 one or more unrelated persons or entities, (ii) a Change in Control, then or (wiii) the effective date 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 securities of the Change successor entity) where the stockholders of the Company, immediately prior to such sale or other transfer, would not, immediately after such sale or transfer, beneficially own shares representing in Control the aggregate more than 50 percent of the voting shares of the acquirer or surviving entity (or its ultimate parent corporation, if any). For the purpose of sub-section (iii) of this definition, only voting shares of the acquirer or surviving entity (or its ultimate parent, if any) received by stockholders of the Company in exchange for Common Stock shall be the last day counted, and any voting shares of the Measurement Periodacquirer or surviving entity (or its ultimate parent, (xif any) the Participant shall earn and vest in the Target PRSUs as already owned by stockholders of the Change in Control as if Company prior to the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs transaction shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationdisregarded. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject Restricted Stock granted to the terms Non-Employee Director shall vest and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based become nonforfeitable immediately on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero Grant Date as to 20050% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not Restricted Stock and, subject to be earned and vested at the end Non-Employee Director’s continuous service as a member of the Measurement Period shall be forfeited and cancelled for no value without further action Board of the Participant or Company, the Company. As soon as reasonably practicable following the end remaining 50% of the Measurement Period, Restricted Stock shall vest and become nonforfeitable on the Committee shall determine the level of achievement first anniversary of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria Grant Date (the date of such determination, the each a “Determination Restricted Stock Vesting Date”). As soon as reasonably practicable following In the Determination Date (event the above vesting schedule results in the vesting of any fractional share of Common Stock, such fractional share of Common Stock shall not be deemed vested hereunder but no later than March 15th shall vest and become nonforfeitable when such fractional share of the year following the year in which the end Common Stock aggregates a whole share of the Measurement Period occurs), all earned and vested PRSUs shall be settledCommon Stock. (b) In If the Non-Employee Director’s service as a member of the Board terminates for any reason (other than death or disability (as determined by the Board Committee)) including as a result of the Non-Employee Director’s failure to be renominated or reelected as a director, then the Restricted Stock, to the extent not then vested, shall be forfeited by the Non-Employee Director to the Company without consideration; provided, however, that if the Non-Employee Director’s continued service terminates because of the Non-Employee Director’s death or disability (as determined by the Board Committee), then the Restricted Stock, to the extent not then vested and not previously forfeited, shall immediately become fully vested. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event of the occurrence of that a Change in Control during shall occur prior to the Measurement Period where date that all of the PRSUs are Restricted Stock is vested, then to the extent not assumed or exchanged for an equivalent substitute award by previously forfeited all of the Company or its successor: (i) If unvested Restricted Stock shall vest effective upon the Participant is employed by the Company as date of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (iid) If In the Participant’s employment with the Company terminated before the Change in Control by the Company event that any calendar date on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (which vesting is purportedly scheduled pursuant to the terms of Section 6(b)) of 2 is not a Business Day, the Target PRSUs as of vesting shall automatically be delayed until the Change first Business Day following that calendar date. “Business Day” means a date on which commercial banks in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit ANew York, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationNew York are open for general business.

Vesting. The Restricted Stock Units are subject to both a performance-based vesting condition and a time-based vesting condition, both of which must be satisfied, together with the additional vesting conditions in Subsection (aa)(iii) The performance period for below, before the PRSUs shall Restricted Stock Units will be the period beginning January 1, 2024 and ending considered to be vested on December 31, 2026 a Vesting Date (or, if earlier and as otherwise provided defined in this Agreement, the consummation of a Change in ControlSubsection (a)(iii) below). (i) [INSERT PERFORMANCE-BASED VESTING CRITERIA] (the “Measurement PeriodPerformance Vesting Condition”). (ii) [INSERT TIME-BASED VESTING CRITERIA], so long as the Participant’s status as a Service Provider is in continuous effect from the Grant Date through [INSERT VESTING CRITERIA] (the “Time-Based Vesting Conditions”). Subject For the avoidance of any doubt, in no event shall any Restricted Stock Units vest under this Section 2 after the Participant’s termination of Service. [AS APPLICABLE: Notwithstanding the foregoing, the Time-Based Vesting Conditions (but not the Performance Vesting Condition) applicable to the Restricted Stock Units shall be subject to the vesting acceleration provisions contained in Addendum A, which is attached to this Agreement [AS APPLICABLE AND FOR PARTICIPANTS OTHER THAN MEMBERS OF THE GROUP MANAGEMENT TEAM AND OTHER THAN MEMBERS OF THE BOARD ONLY], and to the terms and conditions of this any change of control severance agreement between the Company or Employer (as defined in Section 7) and the Participant (a “COC Severance Agreement, ”)].] (iii) Each date as of which both of the number following conditions with respect to any of PRSUs that the Total Number of Restricted Stock Units are satisfied shall be deemed earned and vested, if any, shall be determined based on referred to as a “Vesting Date”: (A) the level of achievement Participant’s status as a Service Provider has been in continuous effect from the Grant Date through the date that is the 15th of the performance metrics set forth on Exhibit A second month (such performance metricse.g., May 15 following the “fiscal fourth quarter ended March 31 or November 15 following the fiscal second quarter ended September 30) after the close of the quarter in which the Performance Metrics”Vesting Condition has been attained and (B) over the Measurement Time-Based Vesting Condition for the applicable annual installment has been satisfied. To the extent the Restricted Stock Units have not satisfied the Performance Vesting Condition by the expiration of the Performance Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period all Restricted Stock Units shall be forfeited and cancelled for be of no value without further action of the Participant force and effect notwithstanding that any Time-Based Vesting Conditions have been or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledare attained. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and Except as otherwise provided in this Agreement, the consummation PRSU Award shall be eligible to vest as described below following a one-year performance period consisting of a Change the Company’s fiscal year ____, and shall be subject to (a) the Participant’s continued service as an Employee of the Company through the First Vesting Date, Second Vesting Date, and Third Vesting Date (each as defined below), as applicable, and (b) the attainment of one or more performance goals established by the Committee, in Controlits sole discretion. Subject to these conditions, the PRSUs shall vest and become non-forfeitable with respect to one-third (1/3) of the PRSUs initially granted hereunder on each of (i) the date that is as soon as administratively practicable but not later than thirty days after the PRSU Certification Date (as defined below) (the “Measurement Period”"First Vesting Date"), (ii) a date specified by the Company that is on or about the first anniversary of the First Vesting Date (the "Second Vesting Date"), and (iii) a date specified by the Company that is on or about the second anniversary of the First Vesting Date (the "Third Vesting Date"). Subject Not later than ninety (90) days following the last day of the Company’s fiscal year ____, the Committee shall certify the level of performance achieved with respect to the terms above-referenced one-year performance period (the date of such certification being referred to as the "PRSU Certification Date"). With respect to the grant of the PRSU Award, except as otherwise provided for in this Agreement, Participant shall be eligible to vest in 100% of the PRSUs if the aforementioned performance goal(s) are achieved, but no PRSUs shall vest, and conditions they shall all instead be forfeited, if the aforementioned performance goal(s) are not achieved. (b) Once vested, the PRSUs 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 non-forfeitable when such fractional Shares aggregate whole Shares. (d) If the Participant’s service as an Employee of the 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 PRSUs 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 this Agreement, Participant shall be entitled to vest in the number of PRSUs that shall be deemed earned and vestedwould have otherwise vested had service continued through the First Vesting Date, if any, shall be determined based with such PRSUs vesting on that date subject to the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, goals. All PRSUs that do not vest in accordance with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period preceding sentence shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved automatically at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account time of the Participant’s death death, Disability or disabilityRetirement. In the event that Participant’s employment is terminated by reason of death, then (w) Disability or Retirement after the effective date first year following the Grant Date of this Agreement, Participant shall be entitled to vest in all remaining unvested PRSUs on the same dates they would have vested had Participant’s employment continued through such dates subject to the achievement of the Change applicable performance goals. (f) For purposes of this Agreement, "Retirement" shall mean Participant’s termination of employment for any reason (other than for Misconduct as defined in Control shall be the last day 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 Measurement PeriodCompany or an Affiliate; or (b) Participant has attained age 65. Notwithstanding the foregoing, (x) if the Company determines, in its sole discretion, that Participant has violated any of the Obligations in Appendix A to this Agreement, the Participant shall earn not be deemed to be eligible for Retirement and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target all PRSUs that have not been settled shall be forfeited effective as of the Change in Control as if date that the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationviolation first occurred.

Vesting. (a) The performance period for Unless the PRSUs shall be the period beginning January 1Committee otherwise determines in its sole discretion, 2024 and ending on December 31, 2026 (or, if subject to earlier and as otherwise provided vesting in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions accordance with Section 6 of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement Agreement or Section 10.1(b) of the performance metrics set forth on Exhibit A (such performance metricsPlan, the “Performance Metrics”) over the Measurement PeriodRestricted Stock Units will vest, in whole or in part, only in accordance with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledthis Section 5. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in ControlAfter December 31, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period20[●] but prior to Mxxxx 00, 00[●], (x) the Participant Committee will certify the number and type of Restricted Stock Units that will vest (the date as of which such certification is made, the “Committee Certification Date”) based on the Committee’s assessment in its sole discretion (after input from the Company’s Chief Executive Officer) of the Grantee’s satisfaction of such discretionary performance objectives for calendar year 20[●] as may be deemed relevant by the Committee, including the Committee’s exercise of any negative discretion, and (ii) the Committee will specify the Vesting Date of such Restricted Stock Units, which Vesting Date will be not later than March 15, 20[●]. (c) Upon the satisfaction of any other applicable restrictions, terms and conditions of the Plan and this Agreement, any RSU Dividend Equivalents with respect to the Restricted Stock Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Stock Units related thereto shall earn and have become vested in accordance with this Agreement. (d) Any Restricted Stock Units that do not vest in the Target PRSUs pursuant to Section 5(b) will automatically be forfeited as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled Close of Business on the effective date of the Change of Control and (z) any PRSUs (and Committee Certification Date, together with any related Unpaid Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (iie) If Notwithstanding the Participant’s employment with foregoing, the Grantee will not vest, pursuant to this Section 5, in Restricted Stock Units or related Unpaid RSU Dividend Equivalents in which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by or providing services to the Company terminated before or its Subsidiaries from the Change in Control Grant Date through such date (the vesting or forfeiture of such Restricted Stock Units and related Unpaid RSU Dividend Equivalents to be governed instead by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b6 hereof)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions accelerated vesting provisions provided below, earned Performance Based Restricted Stock Units subject to the Award shall vest on the last day of this Agreement, the number of PRSUs that shall be deemed earned and vestedVesting Period, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award Employee remains employed by the Company or its successor: Subsidiaries through such date. For the avoidance of doubt, if the Company fails to achieve at least the Earnings Per Share Threshold, an Employee shall be entitled to receive no shares of Stock with respect to seventy-five percent (i75%) If of the Participant is Performance Based Restricted Stock Units subject to the Award (as described in Section 2), unless the deemed Cumulative Earnings Per Share from Continuing Operations provisions in this Section specifically modify such result. Likewise, if the Company fails to achieve at least the Return on Invested Capital Threshold, an Employee shall be entitled to receive no shares of Stock with respect to twenty-five percent (25%) of the Performance Based Restricted Stock Units subject to the Award (as described in Section 2), unless the deemed Average Return on Invested Capital provisions in this Section specifically modify such result. If, during the Performance Period, while employed by the Company as or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, the Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months of the Employee’s employment during the Performance Period divided by twelve), based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period; or B. A Change in Control occurs, the Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months during the Performance Period before the date of the Change in Control, then divided by twelve), and the Cumulative Earnings Per Share from Continuing Operations shall be deemed to be one hundred percent (w100%) the effective date of the Earnings Per Share Target and the Average Return on Invested Capital shall be deemed to be one hundred percent (100%) of the Return on Invested Capital Target, regardless of actual performance. If, after the Performance Period but during the Vesting Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period; or B. A Change in Control occurs, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the last day Performance Period. Except as provided in Section 4.1 below, in the event of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as termination of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date employment of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment Employee with the Company terminated and its Subsidiaries for any other reason before the Change in Control by the Company on account end of the Participant’s death or disabilityVesting Period, then all Performance Based Restricted Stock Units that are not vested at the time of such termination of employment (wafter first taking into account the accelerated vesting provisions of this Section 4) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationforfeited.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as Unless otherwise provided in this Agreement, the consummation Units granted under this Agreement shall vest and become payable in Shares as of a Change each of the Vesting Dates (specified in Controlthe attached Schedule A, Section 6), (i) to the extent the performance goals (the “Measurement Performance Goals”) applicable to the performance period (the “Performance Period”)) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary (or one of the Company’s affiliates) from the Grant Date through each of the Vesting Dates. Subject to the terms and conditions of this Agreement, the The number of PRSUs Units that shall be deemed earned and vested, if any, eligible to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of achievement attainment of the performance metrics set forth on Exhibit A Performance Goals in accordance with Section 2(b) hereof, divided by (such performance metrics, the “Performance Metrics”ii) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs Vesting Dates. (and any related Dividend Equivalentsb) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following after the end completion of the Measurement PeriodPerformance Period and no later than the first Vesting Date, the Committee shall determine the actual level of achievement attainment of the Performance Metrics and Goals. On the percentage basis of the Target PRSUs earned pursuant to such criteria (determination of the date level of such determinationattainment of the Performance Goals, the “Determination Date”number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). As soon The Committee may make such adjustments in accordance with the attached Schedule A, Section 4 to the Performance Goals (and to the method of determining the performance attainment level) as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year Committee in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledits sole discretion deems appropriate. (bc) In The Participant shall have no rights to the event Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the occurrence of Company. (d) To the extent permissible under applicable local law, if the Participant commences working on a Change part-time basis, then the vesting schedule specified in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award Section 2(a) and on Schedule A may be adjusted by the Company or in its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationsole discretion. (iie) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Participant’s death or disabilityCompany, then (w) the effective date of the Change as defined in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)424(f) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationCode.

Vesting. (ai) The performance period for All of the PRSUs Restricted Stock Units shall initially be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”)unvested. Subject to the terms and conditions of this Agreement, the number of PRSUs that All Restricted Stock Units shall be deemed earned and vested, if any, shall be determined vest based on the level of Company’s achievement during the Company’s fiscal years 2016 (ending in calendar year 2017) and 2017 (ending in calendar year 2018) (such two-fiscal year period, the “Performance Period”) of the performance metrics established for purposes of the Company’s 2015 Long-Term Incentive Program, as set forth on Exhibit in Appendix A attached to this Agreement (such performance metrics, the “Performance Metrics”) over ). The Compensation Committee shall determine achievement of such Performance Metrics in its sole discretion, and the Measurement Perioddate upon which the Compensation Committee determines such performance shall be the applicable vesting date (the “Date of Vesting”). Upon the achievement of the threshold, with target and maximum levels of Performance Metrics, the number of PRSUs that may Grantee will be earned eligible to vest in 10%, 100% and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement PeriodRestricted Stock Units, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationrespectively. (ii) If the ParticipantGrantee’s employment with the Company terminated before the Change in Control terminates due to a termination by the Company on account for Cause (as defined in the Grantee’s Executive Severance Agreement, by and between the Grantee and the Company, dated January 27, 2016 (the “Severance Agreement”)) or a resignation by the Grantee without Good Reason (as defined in the Severance Agreement), all of the ParticipantRestricted Stock Units will be forfeit upon such termination of employment. (iii) Except as provided in Section 3(a)(ii), if the Grantee’s employment terminates due to a termination of employment for any reason (including without limitation a termination by the Company without Cause, a resignation by the Grantee for Good Reason or a termination by reason of the Grantee’s death or disabilitypermanent and total disability (as defined in the Company’s long-term disability program, then (w) the effective date regardless of the Change in Control shall be the last day of the Measurement Period, (x) whether the Participant is covered by such program)), Restricted Stock Units not previously vested shall earn and vest in full based on the Pro Rata Portion (pursuant to Section 6(b)) Company’s achievement of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at through the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of termination, to be determined by the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change Compensation Committee in Control shall be forfeited and cancelled with no considerationits sole discretion.

Vesting. (a) The performance period This Warrant shall vest as to Shares (subject to adjustment as ----- provided herein) for each $20 million of net revenues of the Company exceeding $50 million for the PRSUs shall be the twelve (12) month period beginning January ending February 1, 2024 and ending on December 312002 or February 1, 2026 2003 (or, if earlier and as otherwise provided in this Agreement, the consummation of each a Change in Control) (the “Measurement "Measuring Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs"), all earned and vested PRSUs shall be settledprovided that the gross margin for the ---------------- revenues reported in the applicable Measuring Period or Periods is at least eighty percent (80%). (b) The Chief Financial Officer of the Company, in consultation with the Audit Committee of the Board of Directors and/or the Company's then independent public accountants (the "Auditors"), shall calculate the net revenues and the -------- gross margin for each Measuring Period and send a notice showing the number of Shares, if any, which have vested during the applicable Measurement Period and a copy of his calculation (the "Calculation Notice") to the Company and to the ------------------ Holders of all the Performance Warrants, including the Holder hereof. If the Holder does not object to the calculation of the vesting within sixty (60) days (the "Objection Period") after his receipt of the Calculation Notice, the ---------------- calculation shall be final and binding upon the Holder. Upon the request of Holders of Performance Warrants for at least a majority of shares of Common Stock underlying the Performance Warrants, a representative thereof may during the Objection Period inspect the Company's financial books and records to verify the calculation in the Calculation Notice. If the Holder or another Holder of Performance Warrants timely notifies the Chief Financial Officer prior to the end of the Objection Period, specifying his objection to the calculation, the Auditors shall review the calculation and their determination shall be final and binding upon the Company. The Holder or other Holders of Performance Warrants who objected to the calculation shall bear the cost of the Auditors in reviewing the calculation, unless the Auditors make a change increasing the number of Shares to be vested, in which event the Company shall bear the cost of the Auditors' review. (c) Notwithstanding the vesting provision in this Section, this Warrant is limited to shares of Common Stock, except as may be adjusted --------------- pursuant to Section 3 hereof. In the event of that no Shares become vested hereunder, this Warrant shall terminate upon the occurrence of a Change in Control during final determination for the second Measurement Period where Period, notwithstanding the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective stated ending date of the Change in Control shall be the last day of the Measurement Exercise Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and a. Except as otherwise provided for in this AgreementSection, the consummation Award will vest as provided in the Grant Notice. Except as provided in this Section, vesting will cease upon separation from Service and upon such separation from Service, any portion of the Award which has not vested shall be forfeited. b. In the event of a Change in Control) Control (as defined in the “Measurement Period”). Subject Plan after giving effect to the terms and conditions final sentence of this AgreementSection 2(f) of the Plan), the number vesting of PRSUs that outstanding PSUs shall be deemed earned and vested, if any, shall be determined based on affected as follows: i. In the level of achievement event that the Award is not assumed in accordance with Section 12(b)(i) of the performance metrics set forth on Exhibit A (such performance metricsPlan, all of the “PSUs and dividend equivalents accrued thereon, which would have vested if Participant had provided continuous Service until the last day of the final Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level regardless of achievement of the Performance Metrics Goals, shall be deemed fully vested, and Shares in settlement of such vested PSUs subject to this Agreement shall be delivered and cash shall be paid for the percentage of dividend equivalents accrued thereon as soon as administratively practical, but in all events by the Target PRSUs earned pursuant to such criteria (date that is 60 days after the date of the Change in Control. ii. In the event that the Award is assumed in accordance with Section 12(b)(i) of the Plan, all of the PSUs and dividend equivalents accrued thereon shall be deemed to be “Earned PSUs” and shall be subject to an additional service-based vesting requirement with the number of Earned PSUs continuing to vest on the last day of each Performance Period (for purposes of this subsection (ii), a Vesting Date) in the proportions set forth in the Grant Notice on the schedule set forth therein, provided that the Participant continues to provide Service through each such determinationVesting Date, and Shares shall be delivered in settlement of all of the PSUs subject to this Agreement and cash shall be paid for the dividend equivalents accrued thereon as soon as administratively practical, but in all events by the date that is 60 days after each Vesting Date. Except as provided in subsection 2(b)(iii), vesting will cease upon the Participant’s separation from Service prior to any remaining Vesting Dates and upon such event, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th unvested portion of the year following the year in which the end of the Measurement Period occurs)Award, all earned and vested PRSUs including any dividend equivalents accrued thereon, shall be settled. (b) forfeited. In the event of the occurrence of Participant’s death or Disability following a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (wall of the PSUs and dividend equivalents accrued thereon shall be fully vested upon the date of death or Disability, and Shares shall be delivered in settlement of such vested PSUs and cash shall be paid for the dividend equivalents accrued thereon as soon as administratively practical, but in all events by the date that is 60 days after the date of the death or Disability. iii. In the event that the Award is assumed in accordance with Section 12(b)(i) of the effective Plan and within 12 months following the date of the Change in Control the Participant’s Service is terminated without Cause (as defined in the Employment Agreement) by the Company or an Affiliate or the Participant separates from Service for Good Reason (as defined in the Employment Agreement) (a “CIC Termination”), all of the PSUs will vest on the date of the Participant’s separation from Service, and Shares in settlement of such vested PSUs shall be delivered and cash shall be paid for the dividend equivalents accrued thereon as soon as administratively practical, but in all events by the date that is 60 days after the date of the CIC Termination. c. In the event the Participant dies following a separation from Service, Shares shall be delivered in settlement of any vested PSUs and cash shall be paid for any vested dividend equivalents as soon as administratively practical, but in all events by the last day of the Measurement Period, (x) year following the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationdeath.

Vesting. Except as provided in Sections 2(b) and 2(c) below and to the extent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (aas defined below) The and certification of performance by the Committee, but no later than March 15, 2025 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Peer Group, as defined on Appendix B, over a three-year performance period for the PRSUs shall be the period beginning on January 1, 2024 2022 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) 2024 (the “Measurement Performance Period”). Subject to ) as certified by the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable Committee following the end of the Measurement Performance Period, the Committee . The number of Units that shall determine the level of achievement of the Performance Metrics vest and the percentage number of Shares that shall become issuable on the Target PRSUs earned pursuant to such criteria (the date Date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs Issuance shall be settled. (b) In determined as set forth on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed that Adjusted ROTCE for one or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest more fiscal years in the Target PRSUs #ᴅʟᴘ_MICRODOT [{'title': 'Data Security Classification', 'text': 'Confidential'}]_END Performance Period is less than or equal to zero, as provided on Appendix A. The number of Units vesting and the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs number of Shares that shall be settled become issuable on the effective date Date of the Change of Control and (z) Issuance shall also be subject to reduction in accordance with section 12 below. With respect to any PRSUs (and any related Dividend Equivalents) Units that do not become earned and have vested on the Change in Control Date of Issuance, the Shares related thereto shall be forfeited issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and cancelled with no consideration. (ii) If paid out as additional shares at the Participant’s employment with time of the Company terminated award as provided in Section 6 below. All Units, including your rights thereto and to the underlying Shares, which do not vest on or before the Change Date of Issuance, as provided in Control by the Company on account of the Participant’s death or disabilitythis Section 2, then (w) the effective date of the Change in Control shall immediately be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs forfeited as of such Date of Issuance (to the Change in Control extent not previously forfeited as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationprovided herein).

Vesting. (a) The performance period for Subject to the Participant’s continued Employment except as specifically provided herein or in the Plan, the PRSUs shall be the period beginning granted hereunder will vest on January 1, 2024 and ending on December 31, 2026 2022 (or, if earlier and as otherwise provided in this Agreementthe earliest of such date, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms Participant’s Retirement and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during of Control, the Measurement Period where “Vesting Date”). If the PRSUs are not assumed or exchanged for an equivalent substitute award Participant’s Employment terminates before the Vesting Date, no amounts will be payable hereunder unless the Participant’s Employment is terminated by the Company without Cause within 180 days before the Vesting Date, or its successor: (i) If on account of his or her death or Disability, in which case the Participant is employed by or the Company as Participant’s estate will be entitled to retain a pro rated number of PRSUs, which shall remain eligible for payment in accordance with Section 5 below (including application of any Performance Modifier). For purposes of the Change in Controlforegoing, then (w) the effective date pro rated number of PRSUs the Change in Control Participant or the Participant’s estate shall be entitled to retain shall be calculated by multiplying the last day total number of PRSUs awarded hereunder by a fraction, the Measurement Period, (x) numerator of which is the Participant shall earn number of days worked since the beginning of 2019 and vest the denominator of which is the total number of days in the Target Vesting Period (i.e., the number of days between January 1, 2019 and January 1, 2022). Notwithstanding the foregoing, all outstanding PRSUs as of will fully vest upon the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Participant’s Retirement or a Change of Control and will continue to be paid out in accordance with Section 5 below (z) including application of any PRSUs (and any related Dividend Equivalents) Performance Modifier); provided, however, that do not become earned and vested on the if such Change of Control is a Qualified Change of Control, notwithstanding anything set forth in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disabilitySection 5, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (payments made pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved 5 shall be made at the Target level set forth time(s) and in Exhibit A, (y) the same form of consideration as the consideration delivered to the Company’s Members in connection with such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationtransaction.

Vesting. (a) The performance period for Subject to earlier vesting in accordance with Sections 4 or 5 below, the PRSUs Shares will become vested on the later of the third anniversary of the grant date or the date on which the Committee certifies goal attainment (the “Vesting Date”) in accordance with the vesting provisions of subsections (b) and (c) below and payout provisions pursuant to Section 3 below. Prior to the Vesting Date, the Shares subject to the Award shall be the period beginning January 1nontransferable and, 2024 and ending on December 31, 2026 (or, if earlier and except as otherwise provided in this Agreementherein, shall be immediately forfeited upon Participant’s termination of employment with the consummation of a Change in Control) (the “Measurement Period”)Company and its Subsidiaries. Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement PeriodPlan, the Committee shall determine reserves the level of achievement of right in its sole discretion to waive or reduce the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledvesting requirements. (b) In no event shall the event number of Shares which vest on the Vesting Date exceed the number of Shares subject to the Award or the individual limits for Participants as set forth in the Plan. The payout of vested Shares may be reduced, but not increased, based on the degree of attainment of such performance criteria as determined by the Committee, in its sole discretion. To the extent unvested Shares are not paid to Participant pursuant to the immediately preceding sentence, then such unvested Shares shall be immediately forfeited. (c) The Shares subject to the Award are intended to be “qualified performance-based compensation” within the meaning of Section 162(m) of the occurrence Internal Revenue Code, as amended and the regulations thereunder (the “Code”). The maximum number of Shares that may vest and be paid out on the Vesting Date pursuant to Section 4 of this Agreement shall be limited to a Change in Control during fair market value on the Measurement Period where Vesting Date not to exceed the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successorfollowing: (i) If for each Participant (other than the Participant is employed Chief Executive Officer of the Company), one-half of one percent (0.5%) of the sum of the Company’s total operating income for the Performance Period (calendar years 2012, 2013 and 2014), as determined by the Company as of Committee in accordance with the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationPlan. (ii) If if Participant was the Participant’s employment with Chief Executive Officer of the Company terminated before [on or after] the Change Grant Date, the limit specified in Control by the Company on account of the Participant’s death or disability, then subsection (wi) the effective date of the Change in Control above shall be the last day of the Measurement Period, one and one-half percent (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)1.5%) of the Target PRSUs as of the Change in Control as if Company’s total operating income for the Performance Metrics had been achieved at Period (calendar years 2012, 2013 and 2014), as determined by the Target level set forth Committee in Exhibit A, (y) such Target PRSUs shall be settled on accordance with the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationPlan.

Vesting. (a) The performance period for Option shall fully and completely vest on the PRSUs shall be first anniversary of the period beginning January 1Date of Grant; unless Optionee's employment with the Company has previously been terminated by Optionee without good reason (as determined under Section 5(b)(ii) of that certain Employment Agreement (the "Employment Agreement"), 2024 dated as of the date hereof, between Optionee and ending on December 31the Company). Notwithstanding the foregoing, 2026 upon termination of Optionee's employment with the Company by the Company by reason of disability, or with or without cause, or by Optionee by reason of death or a change of control (oras determined under Sections 5(a), if earlier 5(b)(i) and as otherwise provided in this 5(c) of the Employment Agreement) prior to the first anniversary of the Date of Grant, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that Option shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledimmediately vest. (b) In If, at any time prior to the event first anniversary of the occurrence Date of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in ControlGrant, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s Optionee's employment with the Company has been terminated before the Change in Control by the Company on account of the Participant’s death or disability, then Optionee without good reason (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to as determined under Section 6(b)5(b)(ii) of the Target PRSUs Employment Agreement), all Shares shall be returned to PGI or its designee and this Stock Option and Deposit Agreement shall terminate, and the Escrow Agent shall deliver to PGI or its designee the Certificate for the Shares, the stock power for such Shares and all dividends or other distributions with respect to the Shares held by the Escrow Agent together with all interest accrued thereon. (c) Notwithstanding anything to the contrary herein, if at any time, whether prior to or on or after the date on which the Option shall have vested, HRT shall foreclose on the Option Shares, the Option shall be cancelled; provided, however, that the Optionee shall be entitled to share in any cash paid to PGI, PG6LP, PGLP or Xxxx X. Xxxxxxx, and in any Shares pledged to HRT to secure the repayment of the HRT Loan which are returned to PGI, PG6LP, PGLP or Xxxx X. Xxxxxxx, in connection with such foreclosure, in accordance with the applicable terms of that certain Stock Purchase Agreement and Agreement Concerning Option Shares, dated as of the Change in Control as if date hereof, between PGI and the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationOptionee.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this AgreementFor any Award Period, the consummation following number of Performance Shares shall vest if and only if a Change Management Representative (defined below) or the Compensation Committee, as applicable, determines, in Controlaccordance with this Paragraph 4, that the Performance Target (as defined in Paragraph 4(e)(iii)) (for that Award Period has been met by the “Measurement Period”). Subject to Trust: If there are any Performance Shares that have not vested after Management’s Representative or the terms and conditions of this AgreementCompensation Committee, as applicable, has determined the number of PRSUs Performance Shares that shall be deemed earned and vested, if any, shall be determined based on will vest with respect to the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement final Award Period, with the number of PRSUs that may then any and all then-remaining Performance Shares which have not vested shall terminate and be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledforfeited. (b) In Within sixty (60) days after the event end of each Award Period, Management’s Representative or the Compensation Committee, as applicable, shall determine whether the Performance Target has been met by the Trust for such Award Period and thereafter, shall promptly notify the Grantee (or the executors or administrators of the Grantee’s estate) of such determination. If Management’s Representative or the Compensation Committee, as applicable, determines that the Performance Target has been met for such Award Period, then the number of Performance Shares specified in Paragraph 4(a) above with respect to such Award Period shall vest. (c) Notwithstanding the foregoing, all remaining Performance Shares shall vest if the Grantee shall incur an Involuntary Termination (as defined in the Plan) during the one year period commencing with the occurrence of a Change in Control during Control. (d) As soon as reasonably practicable after the Measurement Period where vesting of all or any portion of the PRSUs are Performance Shares, the Trust shall notify Grantee or the Grantee’s legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Performance Shares (“Tax Notice”). Grantee or Grantee’s legal representative, as applicable, shall tender to the Trust the amount specified in the Tax Notice within five (5) business days after the date of the Tax Notice, or such longer period of time as the Trust may designate. The Trust shall not assumed be required to remove the restrictions on such Shares until such time as the Grantee or exchanged for an equivalent substitute award the Grantee’s legal representative, as applicable, shall have paid such tax withholding amount in full. The Trust, at its sole discretion and on such terms and conditions determined by the Company Trust from time to time, may permit the Grantee or its successor: the Grantee’s legal representative to satisfy the Trust’s minimum statutory tax withholding obligations as determined by the Trust’s accounting department through (i) If the Participant is employed sale of all or a portion of such Shares resulting from this Agreement through the employer’s broker or (ii) by returning to the Company Trust a number of Shares having a fair market value equal to the minimum statutory tax withholding amount due. Shares cannot be returned to the Trust and withheld to satisfy more than the required minimum statutory tax withholding amounts. In the event Grantee or Grantee’s legal representative, as applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Trust may, in its sole discretion, satisfy such tax and withholding obligations by: (i) returning to the Trust all or a portion of the Change in ControlShares issued under this Agreement; or (ii) withholding the required amounts from other amounts due the Grantee or Grantee’s legal representative, then (w) as applicable. The Trust is authorized to pay over to the effective date of the Change in Control appropriate authority, all federal, state, county, city or other taxes as shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) required pursuant to any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationlaw or governmental regulation or ruling. (iie) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account For purposes of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.this Agreement:

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and Except as otherwise provided in this AgreementSection 3, Restricted Stock Units subject to this grant shall vest as follows: (a) 8,750 Restricted Stock Units shall vest on the consummation one year anniversary of a Change in Control) (the “Measurement Period”). Subject Legal Grant Date subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics Participant achieving certain Key Performance Indicators set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled.B attached hereto; (b) 8,750 Restricted Stock Units, shall vest on the two year anniversary of the Legal Grant Date subject to the Participant achieving certain Key Performance Indicators set forth on Exhibit B attached hereto; (c) 8,750 Restricted Stock Units, shall vest on the three year anniversary of the Legal Grant Date subject to the Participant achieving certain Key Performance Indicators set forth on Exhibit B attached hereto; (d) 8,750 Restricted Stock Units, shall vest on the four year anniversary of the Legal Grant Date subject to the Participant achieving certain Key Performance Indicators set forth on Exhibit B attached hereto. For purposes of this Section, the period of time between each anniversary of the Legal Grant Date shall be referred to as the “Vesting Year”. In the event of the occurrence Participant's Termination of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award Service by the Company without Cause or its successor: for Good Reason, all unearned Restricted Stock Units awarded under this Award Agreement that could be earned during the Vesting Year in which the Termination of Service occurs shall vest immediately prior to the Termination of Service. As used in this Agreement, “Good Reason” shall mean Participant’s resignation if after twelve (12) months from the Legal Grant Date, if (i) If the Participant is employed by the Company as not satisfied with his compensation package at that time; or (ii) Participant’s title or duties are materially adversely modified without Participant’s consent. Notwithstanding anything else contained herein, if there is a Change of the Change in ControlControl prior to a Termination of Service, then (w) the effective date of the Change in Control all unearned Restricted Stock Units awarded under this Award Agreement shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of immediately prior to the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationControl. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Fiscal Years Beginning and Ending . Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee or such Authorized Officer may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2014 and ending on August 31, 2017 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2017 (“Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. The Committee shall make this determination within ninety (90) days after the Measurement Date (“Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, restructuring and related charges under Board approved plans, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Fiscal Years Beginning and Ending . Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee or such Authorized Officer may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. The Award shall be subject to two vesting conditions, each of which must be satisfied: (a) The performance period time-based vesting equal to 16.67% of the number of RSUs subject to the award (rounded to the nearest whole share) on July 14, 2013 and on each six-month anniversary of July 14, 2013 (unless such date shall be a day on which the U.S. stock exchanges are closed, in which case the vesting date shall be extended to the next succeeding business day); and (b) a performance-based condition of written certification by the Compensation Committee of the Board of Directors of the Company of positive fully-diluted earnings per share (“EPS”) of the Company (subject to adjustment as provided below) for the PRSUs shall be the period beginning January 1, 2024 and fiscal year ending on December 31, 2026 (or2013. If and when the performance-based condition is met, if earlier all RSUs that had previously met the time-based vesting condition will vest immediately and the remaining RSUs will vest according to the remaining schedule of the time-based condition. If the performance-based condition is not met, all RSUs will be forfeited. Upon vesting, each RSU shall automatically be converted into one share of common stock of the Company and a certificate representing such share shall be delivered to the Key Person as otherwise provided promptly as practicable thereafter. For purposes of determining the EPS of the Company in this Agreementany particular fiscal year, the consummation of a Change in Control) (the “Measurement Period”). Subject EPS shall be increased to the terms and conditions of this Agreement, the number of PRSUs extent that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A EPS was reduced in accordance with generally accepted accounting principles (such performance metrics, the “Performance MetricsGAAP”) over the Measurement Periodby objectively determinable amounts due to: 1. A change in accounting policy or GAAP; 2. Dispositions of assets or businesses; 3. Asset impairments; 4. Amounts incurred in connection with any financing; 5. Losses on interest rate swaps resulting from xxxx to market adjustments or discontinuing xxxxxx; 6. Board approved restructuring or similar charges including but not limited to charges in conjunction with or in anticipation of an acquisition; 7. Losses related to environmental, with the number of PRSUs that may be earned and vested ranging legal, product liability or other contingencies; 8. Changes in tax laws; 9. Losses from zero to 200% of the Target PRSUsdiscontinued operations; and 10. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant Other extraordinary, unusual or infrequently occurring items as disclosed in the Company. As soon as reasonably practicable following 's financial statements or filings under the end Securities Exchange Act of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled1934. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 or Section 7 of this Agreement, the extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”). The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2023 and ending on August 31, 2026 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2026 (“Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets; (2) stock-based compensation expense and related charges; (3) goodwill impairment charges, net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of PRSUs that shall outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Committee and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a "Material Event"), “adjusted core earnings per share" determined after the occurrence of a Material Event would be deemed earned materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share" for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule, with as determined by the Committee: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than seventy (70) days after the last day of the Performance Period ("Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an "officer" of the Company for purposes of Section 16 of the Exchange Act, the determination may be earned and vested ranging from zero to 200% made by (i) such Xxxxxxx's divisional Executive Vice President or the Chief Executive Officer of the Target PRSUsCompany, (ii) the Chief Operating Officer of the Company or (iii) the President of the Company (each, an "Authorized Officer"). Any PRSUs (The Committee’s or such Authorized Officer's good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Measurement Period where Company, or any other circumstance or event, including any circumstance or event outside the PRSUs are not assumed or exchanged for an equivalent substitute award by control of the Grantee, adversely affects the ability of the Company or its successor: (i) If the Participant is employed by Grantee to satisfy the Company as Performance Goal or in any way prevents the satisfaction of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions accelerated vesting provisions provided below, earned Performance Based Restricted Stock Units subject to the Award shall vest on the last day of this Agreement, the number of PRSUs that shall be deemed earned and vestedVesting Period, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award Employee remains employed by the Company or its successor: Subsidiaries through such date. For the avoidance of doubt, if the Company fails to achieve at least the Earnings Per Share Threshold, an Employee shall be entitled to receive no shares of Stock with respect to the Performance Based Restricted Stock Units subject to the Award (i) If as described in Section 2), unless the Participant is deemed Earnings Per Share from Continuing Operations provisions in this Section specifically modify such result. If, during the Performance Period, while employed by the Company as or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, the Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months of the Employee’s employment during the Performance Period divided by twelve), based on Earnings Per Share from Continuing Operations during the Performance Period; or B. A Change in Control occurs, the Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months during the Performance Period before the date of the Change in Control, then (w) divided by twelve), and the effective date Earnings Per Share from Continuing Operations shall be deemed to be 100% of the Earnings Per Share Target, regardless of actual performance. If, after the Performance Period but during the Vesting Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Earnings Per Share from Continuing Operations during the Performance Period; or B. A Change in Control occurs, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Earnings Per Share from Continuing Operations during the last day Performance Period. Except as provided in Section 4.1 below, in the event of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as termination of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date employment of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment Employee with the Company terminated and its Subsidiaries for any other reason before the Change in Control by the Company on account end of the Participant’s death or disabilityVesting Period, then all Performance Based Restricted Stock Units that are not vested at the time of such termination of employment (wafter first taking into account the accelerated vesting provisions of this Section 4) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationforfeited.

Vesting. Subject to the remaining provisions of this Award: (a) Time-vesting SARs. The performance period for SARs shall vest, with respect to the PRSUs number of Shares indicated above in the box labeled “Time-vesting SARs,” if you remain continuously employed by the Company until the respective dates below. You may exercise them as to the number of SARs, in full or in part, at any time on or after the earliest Exercise Date or Dates identified in the following table: (b) Performance-vesting SARs: The SARs shall be the period beginning January vest, in an amount up to your Maximum Performance-vesting SARs (defined below) on March 1, 2024 [YEAR 4],1 subject to your continued employment to that date and ending on December 31, 2026 (or, if earlier and except as otherwise provided in this AgreementSection 2 below. The precise amount in which you may vest will be determined in accordance with the following rules, subject to certification by the consummation Committee of a Change in Controlthe Company's Economic Value Added (EVA) (growth over the “Measurement Period”). Subject [YEAR 1] through [YEAR 3] fiscal years, relative to the terms and conditions of this Agreementnormalized EVA growth, over the number of PRSUs that shall be deemed earned and vestedsame period, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award peer companies identified by the Company or its successorCommittee: (i) If the Participant Company's EVA growth is employed by at the Company as median level of the Change Company's peer group, you will have the opportunity to vest in Control, then (w) the effective date all of the Change in Control shall be the last day of the Measurement Period, Performance-vesting Shares (x) the Participant shall earn and vest in the at Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationLevel). (ii) If the Participant’s employment with Company's EVA growth is above the Company terminated before median level of the Change Company's peer group, you will have the opportunity to vest in Control a multiple (set by the Company on account Committee) of your Performance-vesting SARs, up to your Maximum Performance-vesting SARs. 1 For awards with an Award Date of December 3, [YEAR]. For awards with a later Award Date, throughout this Award “March 1, [YEAR 4]” means the later of March 1, [YEAR 4] or the third anniversary of the Participant’s death or disability, then Award Date. (wiii) If the effective date Company's EVA growth is below the median level of the Change in Control shall be Company's peer group but above the last day 40th percentile of the Measurement Periodpeer group, (x) you will have the Participant shall earn and opportunity to vest in at least a fraction (set by the Pro Rata Portion (pursuant to Section 6(b)Committee) of your Performance-vesting SARs (so that the Total Number of SARs vested will be less than the Target PRSUs as Level). (iv) If the Company's EVA growth is at or below the 40th percentile of the Change Company's peer group, you will not have the opportunity to vest in Control as if the Performance Metrics had been achieved any portion of your Performance-vesting SARs (at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date Level or otherwise). Your “Maximum Performance-vesting SARs” is 200% of the Change number of Control and SARs indicated above in the box labeled “Total Number of SARs (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on at Target Level)” minus the Change in Control shall be forfeited and cancelled with no considerationnumber of your Time-vesting SARs.

Vesting. (a) The performance Options are non-exercisable during the one year period for following the PRSUs shall be Date of Grant. Thereafter, commencing on the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, anniversary of the consummation Date of a Change in Control) Xxxxx (the “Measurement PeriodAnniversary Date”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that Options are determined not to be earned and vested exercisable at the end of the Measurement Period shall be forfeited times and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon shares herein granted as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successorfollows: (i) If On or after the Participant is employed by the Company as of the Change in Control, then first Anniversary Date: DATE - 25% (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.NUMBER shares) (ii) On or after the second Anniversary Date: DATE - 25% (NUMBER shares) (iii) On or after the third Anniversary Date: DATE - 25% (NUMBER shares) (iv) On or after the fourth Anniversary Date: DATE - 25% (NUMBER shares) Your right to exercise the Options is cumulative, so that any shares not purchased pursuant to exercise of vested Options within any one of the periods above specified may be purchased thereafter in a subsequent period, in whole or in part, until the expiration or termination of the Options. In no event may the Options granted hereby be exercised to any extent after the Expiration Date. To the extent such rights shall not have been exercised and to the extent the Options were exercisable at the time of your termination of employment due to Retirement or death or at the time you become Disabled, you (or your personal representative in the case of death) shall be entitled to exercise all or any part of any Options which were vested but unexercised as of the date of your Disability or as of the date of your termination of employment due to Retirement or death, as applicable, during the remaining term of such Options. If the Participant’s your employment with the Company, its subsidiaries or affiliates (collectively, the “Company terminated before the Change in Control by the Company on account Group”) terminates for any other reason besides Retirement or death, you shall be entitled to exercise all or any part of the Participant’s death or disability, then any Options which were vested but unexercised as of termination of employment for a period of up to three (w3) the effective months from such date of the Change in Control shall be the last day termination. For purposes of the Measurement Periodthis award of Options, (xi) the Participant shall earn and vest in the Pro Rata Portion (pursuant you are considered to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.“Disabled” or have a

Vesting. All Allocated Shares shall vest and become exercisable immediately upon Allocation of such Shares. (aExhibit A – Exercise Conditions) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) TO: INSPIRATO INCORPORATED (the “Measurement PeriodCompany”). Subject ) Attention: Chief Financial Officer The undersigned, pursuant to the terms and conditions of this Agreementprovisions set forth in the attached Warrant, hereby elects to purchase the number of PRSUs that shall be deemed earned Shares set forth below covered by such Warrant. The undersigned, in accordance with Section 2 of the Warrant, hxxxxx agrees to pay the aggregate Exercise Price for such shares of Class A Common Stock. Upon surrender of the Warrant, duly endorsed, to the offices of the Company, a new warrant evidencing the remaining Shares covered by such Warrant but not yet exercised for and vestedpurchased, if any, shall should be determined based on issued in the level of achievement name of the performance metrics Holder. Capitalized terms used herein without definition are used as defined in the Warrant. The undersigned represents and warrants that the aforesaid shares are being acquired for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and that the undersigned has no present intention of selling, granting any participation in, or otherwise distributing the shares, nor does it have any contract, undertaking, agreement or arrangement for the same, and all representations and warranties of the undersigned set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% in Section 11 of the Target PRSUsattached Warrant are true and correct as of the date hereof. Any PRSUs (and any related Dividend Equivalents) that are determined not Number of Shares with respect to which the Warrant is being exercised: Aggregate Exercise Price to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant paid in cash or the Company. As soon as reasonably practicable following the end of the Measurement Periodby wire transfer: $ Holder: By: Name: Title: ASSIGNOR: COMPANY: INSPIRATO INCORPORATED WARRANT: THE WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK ISSUED ON MARCH 13, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the 2023(THE “Determination DateWARRANT”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.DATE: _________________________

Vesting. (a) The performance period for Participant’s interest in the PRSUs Restricted Share Units awarded under paragraph 1 shall become vested and nonforfeitable as follows: thirty-three and one-third percent (33-1/3%) of the Restricted Share Units shall vest on each one year anniversary of the Award Date such that all of the Restricted Share Units shall be fully vested after three (3) years from the period beginning January 1Award Date so long as Participant remains a bona fide employee of the Company (or its Subsidiaries). Upon vesting, 2024 and ending on December 31the American Depositary Receipts representing the Shares subject to the vested Restricted Share Units shall be delivered to Participant from the Trust, 2026 provided the withholding requirements of paragraph 6 have been satisfied. (orb) If Participant ceases to be a bona fide employee of the Company or any of its Subsidiaries for any reason, if earlier and then except as otherwise provided in this Agreementsubparagraph (b) or in subparagraph (c), the consummation of a Change in Control) (the “Measurement Period”). Subject all Restricted Share Units to the terms extent not yet vested under subparagraph (a) on the date Participant ceases to be an employee shall be forfeited by Participant without payment of any Shares or other consideration to Participant therefor. Notwithstanding the foregoing, if Participant’s employment is terminated under the provisions of the Company’s Separation Pay Plan, Participant’s interest in all Restricted Share Units awarded hereunder shall become fully vested and conditions nonforfeitable as of the date of termination; provided, however, that this sentence shall not apply if the Award Date is less than six (6) months prior to the date of such termination of employment. (c) If Participant’s employment terminates by reason of death, Disability (as defined below) or Retirement (as defined below), Participant’s interest in all Restricted Share Units awarded hereunder shall become fully vested and nonforfeitable as of the date of termination of employment; provided, however, that this sentence shall not apply if the Award Date is less than six (6) months prior to the date of termination of employment as a result of death, Disability or Retirement. For purposes of this Agreement, “Disability” means disability which entitles Participant to long-term disability benefits under the number Union Bank of PRSUs that shall be deemed earned and vestedCalifornia Long Term Disability Plan. For purposes of this Agreement, if any, shall be determined based on the level “Retirement” means termination of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by and its Subsidiaries on or after attaining age sixty-two (62) with ten (10) or more years of service with the Company on account or any of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationits Subsidiaries.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) for the last two fiscal years (that is, the fiscal years ending and ) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ] and [ ] and shall be measured on [ ] (“Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Two Fiscal Years Ending [ ] and [ ] Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. The Committee shall make this determination within ninety (90) days after the Measurement Date (“Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, restructuring and related charges under Board approved plans, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Fiscal Years Beginning and Ending . Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee or such Authorized Officer may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2018 and ending on August 31, 2021 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2021 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of PRSUs that shall outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be deemed earned materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule: Below [$X] 0 % [$X] 20 % [$X] 100 % [$X] 150 % Notwithstanding the foregoing schedule, with no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination may be earned and vested ranging from zero to 200% made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Target PRSUsCompany or by the President of the Company (each, an “Authorized Officer”). Any PRSUs (The Committee’s or Authorized Officer’s good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. 3.1 Except as otherwise stated herein, provided that the Grantee remains as an employee of the Company through the applicable vesting date, the right to receive Common Stock based on the Restricted Stock Units will vest in accordance with the schedule set forth below. The period during which a Restricted Stock Unit is not vested is the “Restricted Period.” [No. of Shares per Period 1] [Vesting Date Period 1 mm/dd/yyyy] [No. of Shares per Period 2] [Vesting Date Period 2 mm/dd/yyyy] [No. of Shares per Period 3] [Vesting Date Period 3 mm/dd/yyyy] [No. of Shares per Period 4] [Vesting Date Period 4 mm/dd/yyyy] 3.2 The foregoing vesting schedule notwithstanding and subject to the provisions set forth below in this Section 3.2, if the Grantee’s employment terminates for any reason at any time before all of Grantee’s Restricted Stock Units have vested, the Grantee’s unvested Restricted Stock Units shall be automatically forfeited upon such termination of employment and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement. (a) The performance period for During any authorized leave of absence, the PRSUs running of Restricted Periods that have not lapsed within 90 days following the first day of the leave of absence shall be suspended after the leave of absence exceeds a period beginning January 1of 90 days. Restricted Periods that are suspended due to a leave of absence shall resume upon the Grantee’s termination of the leave of absence and return to service, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation end date of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that Restricted Periods shall be deemed earned and vested, if any, shall be determined based on extended by the level of achievement length of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledsuspension. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the ParticipantGrantee’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s terminates due to death or disability, then (w) the effective date Restricted Periods that have not previously lapsed will accelerate and lapse immediately prior to such termination of the Change service. The term “disability” shall mean Grantee’s inability to engage in Control shall any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be the last day expected to result in death or lasted, or can be expected to last, for a continuous period of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationless than 12 months.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, restructuring and related charges under Board approved plans, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Fiscal Years Beginning and Ending Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee or such Authorized Officer may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for Unless the PRSUs shall be the period beginning January 1Committee otherwise determines in its sole discretion, 2024 and ending on December 31, 2026 (or, if subject to earlier and as otherwise provided vesting in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions accordance with Section 6 of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement Agreement or Section 10.1(b) of the performance metrics set forth on Exhibit A (such performance metricsPlan, the “Performance Metrics”) over the Measurement PeriodRestricted Stock Units will vest, in whole or in part, only in accordance with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledthis Section 5. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in ControlAfter December 31, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period20[●] but prior to Xxxxx 00, 00[●], (x) the Participant Committee will certify the number and type of Restricted Stock Units that will vest (the date as of which such certification is made, the “Committee Certification Date”) based on the Committee’s assessment in its sole discretion (after input from the Company’s Chief Executive Officer) of the Grantee’s satisfaction of such discretionary performance objectives for calendar year 20[●] as may be deemed relevant by the Committee, including the Committee’s exercise of any negative discretion, and (ii) the Committee will specify the Vesting Date of such Restricted Stock Units, which Vesting Date will be not later than March 15, 20[●]. (c) Upon the satisfaction of any other applicable restrictions, terms and conditions of the Plan and this Agreement, any RSU Dividend Equivalents with respect to the Restricted Stock Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Stock Units related thereto shall earn and have become vested in accordance with this Agreement. (d) Any Restricted Stock Units that do not vest in the Target PRSUs pursuant to Section 5(b) will automatically be forfeited as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled Close of Business on the effective date of the Change of Control and (z) any PRSUs (and Committee Certification Date, together with any related Unpaid Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (iie) If Notwithstanding the Participant’s employment with foregoing, the Grantee will not vest, pursuant to this Section 5, in Restricted Stock Units or related Unpaid RSU Dividend Equivalents in which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by or providing services to the Company terminated before or its Subsidiaries from the Change in Control Grant Date through such date (the vesting or forfeiture of such Restricted Stock Units and related Unpaid RSU Dividend Equivalents to be governed instead by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b6 hereof)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The If Employee remains continuously employed by the Company from the Grant Date through December 31, _____, 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 period for objectives set forth in the PRSUs shall be Notice (“Performance Objectives”) during the period beginning commencing on January 1, 2024 _____ and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) _____ (the “Measurement Performance Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably administratively practicable following the Determination Date (but no later than March 15th of the year following the year in which after the end of the Measurement Performance Period occurs(or such earlier date as set forth in Sections 2(b), all earned (c), (d) or (e)), 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 PRSUs shall be settledin Employee as a result of such achievement. (b) In If on or after the event eighteen-month anniversary of the occurrence Grant Date and prior to the end of a Change in Control during the Measurement Performance Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If a “Change of Control” (as defined in Treasury Regulation Section 1.409A-3(i)(5) that also meets the Participant is employed by definition of “Change of Control” under the Plan) of the 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 on the earliest of such events at the greater of the Change “Determined Percentage” (as defined below) and the “target” levels of performance as set forth in Controlthe Notice. For this purpose, then the “Determined Percentage” means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if (w1) the effective date of the Change in Control shall be the last day of the Measurement Period, Performance Period was the Determination Date (xas defined below) and the Performance Objectives were measured as of such date and (2) the Participant shall earn dollar amount levels for “entry,” “target” and vest in the Target PRSUs as of the Change in Control as if “overachievement” with respect to the Performance Metrics had been achieved at Objectives relating to the Target level EBITDA Component set forth in Exhibit Athe Notice were each prorated by multiplying the applicable dollar amount level by a fraction, (y) such Target PRSUs shall be settled the numerator of which is the number of calendar quarters during the period beginning on January 1, _____ and ending on the effective Determination Date, and the denominator of which is 12 (such prorated levels being referred to herein as the “Prorated EBITDA Objectives”). As soon as administratively practicable after the date of the Change 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 Control and units of deferred Stock that vest as a result of such achievement. As used in this Agreement, the term “Determination Date” means (zA) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on with respect to the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account TSR Component of the Participant’s death or disabilityPerformance Award, then (w) the effective date of the Change in Control shall be applicable vesting event, and (B) with respect to the last day EBITDA Component of the Measurement PeriodPerformance Award, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) most recently completed fiscal quarter of the Target PRSUs as of Company coincident with or next preceding the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationapplicable vesting event.

Vesting. (aUnless the Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement or Section 11.1(b) The performance period for of the PRSUs shall be Plan and subject to the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in last paragraph of this AgreementSection 5, the consummation Restricted Share Units shall become vested on the Vesting Date; provided that the Grantee continues to hold on the Vesting Date, in Grantee’s name, all of a Change in Control) the SHIP Shares received by Grantee from the Company under the Plan on March 15, 2019 (the “Measurement PeriodSHIP Restriction”). Subject On the Vesting Date, and upon the satisfaction of the SHIP Restriction and any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the terms and conditions of Restricted Share Units that have not theretofore become Vested 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 number Grantee will not vest, pursuant to this Section 5, in Restricted Share Units as to which the Grantee would otherwise vest as of PRSUs that shall a 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 after the Grant Date and prior to the Vesting Date (the vesting or forfeiture of such Restricted Share Units to be deemed earned and vestedgoverned instead by Section 6). In addition, if any, shall be in the event the Grantee is suspended (with or without compensation) or is otherwise not in good standing with the Company or any Subsidiary as determined based on by the level of achievement Company’s General Counsel due to an alleged violation of the performance metrics set forth on Exhibit A Company’s Code of Business Conduct, applicable law or other misconduct (such performance metricsa “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 “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Recovery Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant Suspension Event has occurred and prior to the Recovery Date, the Grantee dies, is employed by the Company as of the Change in Controldisabled or is terminated without cause, then the provisions of this Section 5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (wincluding due to retirement) or is terminated for cause prior to the effective Recovery Date then the unvested Restricted Share Units will be terminated without any further vesting after the date of the Change in Control shall be the last day of the Measurement PeriodSuspension Event, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control unless otherwise agreed by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationCompany.

Vesting. (a) The performance period for the PRSUs Granted PBRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of subject to both a Change in Control) time-based vesting condition (the “Measurement PeriodTime-Based Condition”) and a performance-based vesting condition (the “Performance-Based Condition”), as described herein. Subject None of the Granted PBRSUs (or any portion thereof) shall be “vested” for purposes of this Agreement unless and until both the Time-Based Condition and the Performance-Based Condition for such Granted PBRSUs are satisfied. The number of Granted PBRSUs that become “vested” for purposes of this Agreement (which, for the sake of clarity and avoidance of doubt, may be less than or greater than the number of PBRSUs specified above as having been granted on the Grant Date) shall equal the product of (x) the number of the Granted PBRSUs that have satisfied the Time-Based Condition and (y) the percentage level at which the Performance-Based Condition has been satisfied. (i) The Time-Based Condition shall be satisfied on the Performance Measurement Date (as defined below), subject to the Participant not having ceased to perform services to the Company, except as provided in Section 2(c), prior to the Performance Measurement Date. (ii) The percentage level at which the Performance-Based Condition is satisfied will be measured as of the Performance Measurement Date and will be equal to the average of the Achievement Percentages separately determined for the Performance Goals (as defined below), where such average ultimately is determined by weighing differently each of the Performance Goals as follows: [•]% of such average will be measured by Cumulative Adjusted EBITDA; [•]% of such average will be measured by End-to-End RCM Agreement Growth; and [•]% of such average will be measured by Modular Sales Revenue. Level of Performance Table 1: Non-COC Measurement Date ([•]) Performance Goals Achievement Percentage (%) Cumulative Adjusted EBITDA ($M) End-to-End RCM Agreement Growth ($B) Modular Sales Revenue ($M) Below Threshold <[•] <[•] <[•] [•] Threshold [•] [•] [•] [•] Target [•] [•] [•] [•] Maximum [•] [•] [•] [•] (1) If the Performance Measurement Date is the Non-COC Measurement Date, then achievement will be determined pursuant to Table 1 above, subject to the terms and conditions of this Agreement, the paragraph. The maximum number of PRSUs Granted PBRSUs that shall be deemed earned satisfy the Performance-Based Condition and thus become “vested” cannot exceed [•]% of the Granted PBRSUs. For each Performance Goal, if any, shall performance between Threshold and Target or between Target and Maximum will be determined based on a pro-rata basis using straight-line interpolation between the level Achievement Percentages for the relevant levels of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledperformance. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions accelerated vesting provisions provided below, earned Performance Based Restricted Stock Units subject to the Award shall vest on the last day of this Agreement, the number of PRSUs that shall be deemed earned and vestedVesting Period, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award Employee remains employed by the Company or its successor: Subsidiaries through such date. For the avoidance of doubt, if the Company fails to achieve at least the Earnings Per Share Threshold, an Employee shall be entitled to receive no shares of Stock with respect to seventy-five percent (i75%) If of the Participant is Performance Based Restricted Stock Units subject to the Award (as described in Section 2), unless the deemed Cumulative Earnings Per Share from Continuing Operations provisions in this Section specifically modify such result. Likewise, if the Company fails to achieve at least the Return on Invested Capital Threshold, an Employee shall be entitled to receive no shares of Stock with respect to twenty-five percent (25%) of the Performance Based Restricted Stock Units subject to the Award (as described in Section 2), unless the deemed Average Return on Invested Capital provisions in this Section specifically modify such result. If, during the Performance Period, while employed by the Company as or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, the Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months of the Employee’s employment during the Performance Period divided by twelve), based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period; or B. A Change in Control occurs, the Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months during the Performance Period before the date of the Change in Control, then divided by twelve), and the Cumulative Earnings Per Share from Continuing Operations shall be deemed to be one hundred percent (w100%) the effective date of the Earnings Per Share Target and the Average Return on Invested Capital shall be deemed to be one hundred percent (100%) of the Return on Invested Capital Target, regardless of actual performance. If, after the Performance Period but during the Vesting Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period; or B. A Change in Control occurs, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period. Except as provided in Section 4.1 below, in the event of the termination of employment of Employee with the Company and its Subsidiaries for any other reason before the end of the Vesting Period, all Performance Based Restricted Stock Units that are not vested at the time of such termination of employment (after first taking into account the accelerated vesting provisions of this Section 4) shall be forfeited. In the event of termination of employment (whether or not in breach of local labor laws), the Company shall have the exclusive discretion to determine the date of termination of employment for purposes of this Award. Such termination date shall be the last day of the Measurement Period, (x) date that the Participant shall earn is no longer actively employed and vest in the Target PRSUs as will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death “garden leave” or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (similar period pursuant to Section 6(blocal law)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Fiscal Years Beginning and Ending Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee or such Authorized Officer may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) for the last two fiscal years (that is, the fiscal years ending and ) during the three-year period beginning , and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending and and shall be measured on (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Two Fiscal Years Ending [ ] and [ ] Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date as defined herein. The Committee shall make this determination within ninety (90) days after the Measurement Date (“Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. Your Options will be exercisable only to the extent that they have vested. Fifty percent (a50%) The performance period of your Options (“Time Vest Options”) will vest as follows: one-third of the total Time Vest Options granted to you hereunder shall vest on April 7, 2007, one-third of the total Time Vest Options granted to you hereunder shall vest on April 7, 2008, and one-third of the total Time Vest Options granted to you hereunder shall vest on April 7, 2009; provided, however, that vesting of such Time Vest Options will occur if and only if you have been continuously employed by the Company or any Subsidiary (excluding periods of temporary disability or approved leaves of absence) from the date of this Agreement through such vesting dates. Fifty percent (50%) of your Options (“Performance Vest Options”) will vest as follows: one-third of the total Performance Vest Options granted to you hereunder shall vest on April 7, 2007, one-third of the total Performance Vest Options granted to you hereunder shall vest on April 7, 2008, and one-third of the total Performance Vest Options granted to you hereunder shall vest on April 7, 2009; provided, however, that vesting of such Performance Vest Options will occur if and only if (1) you have been continuously employed by the Company or any Subsidiary (excluding periods of temporary disability or approved leaves of absence) from the date of this Agreement through such vesting dates and (2) as of each such vesting date the Company has either: (A) met or exceeded (as determined on a basis consistent with the calculation methodologies used in the preparation of the pro forma EBITDA projections for the PRSUs Company previously distributed to you) the annual EBITDA target for the prior fiscal year as set forth below: $ $ $ or (B) met or exceeded (as determined on a basis consistent with the calculation methodologies used in the preparation of the pro forma EBITDA projections for the Company previously distributed to you) the cumulative EBITDA target for the prior fiscal years as set forth below: $ $ Further, notwithstanding the foregoing, (X) in the event that the annual and/or cumulative EBITDA targets set forth in Sections 2(b)(i)(2)(A) and 2(b)(i)(2)(B) above are not met or exceeded for a given fiscal year or years, the Board may (but shall not be obligated to) at any time prior to the Expiration Date, in the Board’s sole and unreviewable discretion and whether due to the achievement by the Company of an acceptable EBITDA threshold for a sale of the Company or otherwise, deem such EBITDA targets set forth above satisfied for such fiscal year(s) for the purposes of determining the vesting of your Performance Vest Options and (Y) if your employment is terminated without Cause or for Good Reason (other than pursuant to clause (3) of the definition of Good Reason) within one hundred eighty (180) days prior to, or twelve (12) months following, a Change in Control, such termination shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and deemed to be as otherwise provided in this Agreement, the consummation a result of a Change in Control) (the “Measurement Period”). Subject to the terms , and conditions for purposes of this Agreement, the number of PRSUs that you shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is have been employed by the Company as of on the Change in Control, then (w) the effective date of the Change in Control and the vesting and exercisability of both your Time Vest Options and Performance Vest Options shall be the last day of the Measurement Period, controlled by subsection (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)d) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationthis Section 2.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2014 and ending on August 31, 2017 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2017 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date as defined herein. The Committee shall make this determination within ninety (90) days after the Measurement Date (“Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 or Section 7 of this Agreement, the extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”). The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2021 and ending on August 31, 2024 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2024 (“Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of PRSUs that shall outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Committee and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be deemed earned materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule: Below [**Redacted] 0 % [**Redacted] 20 % [**Redacted] 100 % [**Redacted] 150 % Notwithstanding the foregoing schedule, with no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than seventy (70) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Exchange Act, the determination may be earned and vested ranging from zero to 200% made by (i) such Grantee’s divisional Executive Vice President or Chief Executive Officer, (ii) the Chief Operating Officer of the Target PRSUsCompany or by (iii) the President of the Company (each, an “Authorized Officer”). Any PRSUs (The Committee’s or Authorized Officer’s good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Measurement Period where Company, or any other circumstance or event, including any circumstance or event outside the PRSUs are not assumed or exchanged for an equivalent substitute award by control of the Grantee, adversely affects the ability of the Company or its successor: (i) If the Participant is employed by Grantee to satisfy the Company as Performance Goal or in any way prevents the satisfaction of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) for the last two fiscal years (that is, the fiscal years ending and ) during the three-year period beginning , and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending and and shall be measured on (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Two Fiscal Years Ending [ ] and [ ] Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. The Committee shall make this determination within ninety (90) days after the Measurement Date (“Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2018 and ending on August 31, 2021 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2021 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of PRSUs that shall outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be deemed earned materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule: Below [$X] 0 % [$X] 20 % [$X] 100 % [$X] 150 % Notwithstanding the foregoing schedule, with no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination may be earned and vested ranging from zero to 200% made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Target PRSUsCompany or by the President of the Company (each, an “Authorized Officer”). Any PRSUs (The Committee’s or Authorized Officer’s good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for Performance Shares shall become vested, as and to the PRSUs extent indicated below, only if and to the extent the Performance Condition is satisfied. The number of Performance Shares that become Net Performance Shares, as determined below, shall be equal to the period beginning January 1sum (not to exceed the number of Performance Shares specified in Paragraph B above (as that number may be adjusted pursuant to Section 6 of the Additional Term and Conditions)) of the results determined below. The Debt to EBITDAR Performance Condition is satisfied to the extent the "adjusted total debt to EBITDAR" ratio as defined in the Amended and Restated Revolving Credit Agreement dated as of February 28, 2024 2007, as amended by First Amendment dated November 30, 2007 and ending on December 31further amended by Second Amendment dated May 21, 2026 (or2008, if earlier and the Amended and Restated Note Purchase Agreement dated May 21, 2008, and as otherwise provided in this Agreement, finally reported by the consummation Company to its lenders for Fiscal Year 2010 is: The percentage of a Change in Control) Performance Shares becoming Net Performance Shares (the “Measurement PeriodPerformance Percentage”) determined by the actual performance results shall be multiplied by the number of Performance Shares specified in Paragraph B above (as that number may be adjusted pursuant to Section 6 of the Additional Term and Conditions). Subject to the terms and conditions of this Agreement; provided, however, the number of PRSUs that Net Performance Shares shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with capped at the number of PRSUs Performance Shares specified in Paragraph B above (as that number may be earned and vested ranging from zero adjusted pursuant to 200% Section 6 of the Target PRSUs. Any PRSUs (Additional Term and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”Conditions). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the The Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) Shares that do not become earned and vested on the Change in Control Net Performance Shares shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account as of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day 2010 meeting of the Measurement PeriodCommittee (the “Performance Determination Meeting”) in which the Committee determines the extent to which the performance actually realized, as measured against the Performance Condition, results in fewer than all (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)or none) of the Target PRSUs Performance Shares becoming Net Performance Shares based upon the performance schedule set forth above. If no Performance Shares become Net Performance Shares by reason of such Committee determination, all Performance Shares shall be forfeited. The Net Performance Shares which have satisfied the Performance Condition are herein referred to as the “Vested Shares.” Any portion of the Change Performance Shares or Net Performance Shares which have not become Vested Shares in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs accordance with this Paragraph C shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationforfeited.

Vesting. (a) The performance period for RSUs granted to the PRSUs Non-Employee Director shall vest and payment in respect of such number of RSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and made in accordance with Section 2(e) as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria RSUs indicated on the dates specified below (the date of such determination, the each an “Determination RSU Vesting Date”). As soon , provided that the Non-Employee Director has remained in the continuous service as reasonably practicable following the Determination Date (but no later than March 15th a member of the year following Company’s Board from the year Grant Date through and including each applicable RSU Vesting Date, except as provided in which the end Sections 2(b) and 2(c): Date Incremental Percentage ofAward Becoming Vested Grant Date 50% First Anniversary of the Measurement Period occurs), all earned Grant Date 50% Any fractional RSUs resulting from the strict application of the incremental percentages set forth above will be disregarded and the actual number of RSUs becoming vested PRSUs shall be settledon any specific RSU Vesting Date will cover only the full number of RSUs determined by applying the relevant incremental percentage. (b) In the event that during the period of the occurrence of a Change in Control during Non-Employee Director’s service on the Measurement Period where Board after the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successorGrant Date: (i) If the Participant is employed Non-Employee Director dies, or (ii) the Non-Employee Director incurs a disability (as determined by the Company Board Committee), (such events are collectively referred to as “Acceleration Events”), then all outstanding unvested RSUs shall immediately vest and be payable as of the Change in Control, then (w) the effective date of the applicable Acceleration Event, subject to Section 2(d) below. (c) In the event that during the period of the Non-Employee Director’s service on the Board after the Grant Date a Change in Control shall be occur, then all outstanding unvested RSUs that have not been forfeited prior to the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the such Change in Control shall vest and be forfeited and cancelled with no considerationpayable on the date of such Change in Control. (iid) If In the Participant’s employment with the Company terminated before the Change in Control by the Company event that any calendar date on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (which vesting is purportedly scheduled pursuant to Section 6(bthe terms of Sections 2(a), 2(b) of or 2(c) above is not a Business Day (as defined below), the Target PRSUs as of vesting shall automatically be delayed until the Change first Business Day following that calendar date. “Business Day” means a date on which commercial banks in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit ANew York, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationNew York are open for general business.

Vesting. (a) The performance period for Restricted Stock shall vest in three equal annual increments on the PRSUs first three anniversaries of the Grant Date, subject to the Grantee’s continued employment with the Company and its Subsidiaries on each applicable vesting date. The vesting of the shares of Restricted Stock shall be cumulative, but shall not exceed 100% of the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreementshares of Restricted Stock. If the foregoing schedule would produce fractional shares, the consummation number of a Change in Control) (shares that vest on the first two vesting dates shall be rounded down to the nearest whole share and the fractional shares shall be accumulated and vest on the last vesting date. The period during which the Restricted Stock has not yet vested hereunder shall be referred to as the “Measurement Vesting Period.”). Subject to the terms and conditions (b) Notwithstanding any other provision of this Agreement, during the number of PRSUs that Vesting Period, the Restricted Stock shall be deemed earned immediately and vestedunconditionally forfeited and revert to the Company, without any action required by the Grantee or the Company in the event any of the following events occur: (1) The Grantee is dismissed as an employee of the Company and its Subsidiaries based upon fraud, theft, or dishonesty, which is reflected in a written or electronic notice given to the Grantee; (2) The Grantee purchases or sells securities of the Company in violation of the Company’s xxxxxxx xxxxxxx guidelines then in effect, if any, shall be determined based on the level ; (3) The Grantee breaches any duty of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs confidentiality including that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or required by the Company. As soon as reasonably practicable following ’s xxxxxxx xxxxxxx guidelines then in effect; (4) The Grantee fails to assign any invention, technology, or related intellectual property rights to the end Company within 30 days after the Company’s written request for such assignment, if such assignment is a condition of any agreement between the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics Company and the percentage of Grantee; or (5) The Grantee breaches any non-solicitation or non-competition covenant by which the Target PRSUs earned Grantee is bound, pursuant to such criteria (the date of such determinationEmployee Confidential Information and Invention Assignment Agreement or otherwise, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledsubject to applicable law. (bc) In Notwithstanding the event foregoing provisions of this Section 2, upon cessation of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the ParticipantGrantee’s employment with the Company terminated before and its Subsidiaries under any circumstances, including, without limitation, the Change in Control by the Company on account of the ParticipantGrantee’s resignation, death or disability, then (w) or termination of employment by the effective date of Company or a Subsidiary, the Change in Control Restricted Stock shall be immediately and unconditionally forfeited and revert to the last day of Company, without any action required by the Measurement PeriodGrantee or the Company, (xto the extent that the Vesting Period has not ended in accordance with Section 2(a) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of such cessation of employment with the Change Company and its Subsidiaries. Shares of Control and (z) any PRSUs (and any related Dividend Equivalents) Restricted Stock that do not become earned and vested on the Change in Control pursuant to Section 2(a) shall be forfeited and cancelled the Grantee shall cease to have any rights of a stockholder with no considerationrespect to such forfeited shares as of the date of the Grantee’s termination of employment.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and Except as otherwise expressly provided in this Agreement, if the consummation Committee determines that the Performance Goals for the Performance Period have been met and the other terms and conditions set forth in the AIP have been satisfied, you will be entitled to receive payment of a Change Bonus Award Payment. Except as expressly provided in Control) this Agreement, you will not be eligible to receive payment of the Bonus Award if you have not been continuously and actively been employed with Equinix or an Affiliate (the “Measurement PeriodEmployer”)) through the date of payment described under the heading “Payment” or any of the following circumstances apply on the date of payment without any further action by the Company or the Committee: • you are on a Performance Improvement Plan; • you are on notice (whether given or received) for a termination of employment with the Employer; • you on garden or similar non-paid leave; and/or • you have been suspended from your duties for any reason and/or are subject to ongoing proceedings. Subject You will not be considered to be continuously and actively employed with the Employer once you have stopped providing services, notwithstanding any notice period mandated under the employment laws of the country where you reside (e.g., active employment would not include a period of “garden leave” or similar period pursuant to the employment laws of the country where you resides), unless otherwise determined by the Company on a country-by-country basis. Unless otherwise determined by the Committee, a leave of absence will not constitute a termination of continuous service. The Committee has the exclusive discretion to determine when you are no longer actively employed for purposes of the Bonus Award, subject to compliance with Section 409A of the Code. Cash Payment - Any Bonus Payment Award that becomes payable in accordance with the terms and conditions of this Agreementunder the heading “Vesting” will be paid in cash. Payment Timing - Except as otherwise provided in the following sentence, the number Bonus Award Payment will be paid as soon as practicable following the date the Committee determines the Performance Goal Attainment Factor and determines a Bonus Award has vested and is payable for the Performance Period. Payment Amount -The Committee retains the right, in its sole discretion, to modify the determination of PRSUs that shall be deemed earned and vestedthe Performance Goal Attainment Factors (resulting in a reduction, an increase or elimination (including to zero) of, the amount of the Bonus Award Payment) to take into account recommendations of the Chief Executive Officer of the Company and/or such additional factors including qualitative factors, if any, shall be determined based on that the level Committee may deem relevant to the assessment of achievement individual or corporate performance for the Performance Period. New Hires - If you begin employment with the Employer following the commencement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence amount of a Change in Control during Bonus Award Payment, if any, that becomes payable will be pro rated by multiplying the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award Bonus Award Payment by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationParticipation Period Factor. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, including the number of PRSUs that shall be deemed earned clawback and vestedforfeiture provisions under Section 6 and Section 10 below, the Earned PSUs (as defined below), if any, shall be determined based vest, and the restrictions with respect to the PSUs shall lapse, on the level of achievement of dates and in the performance metrics amounts set forth on Exhibit A (such performance metrics, in this Agreement if you remain continuously employed by the “Performance Metrics”) over Company or an Affiliate until the Measurement Period, date you become vested in accordance with the terms and conditions of this Agreement. (b) The number of PRSUs PSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable become earned, if any, following the end of the Measurement period commencing on ______, 20__ (the “Commencement Date”) and ending on _______, 20__ (the “Performance Period”) shall be determined by multiplying the PSUs by the Earned Percentage, calculated as set forth in Exhibit A to this Agreement, and may range from zero to two hundred percent (200%) of the PSUs. [Notwithstanding the foregoing, the Committee number of PSUs earned under this Section 3(b) with respect to PSUs settled based on results during the entire Performance Period shall determine be reduced so that the level PSU Ending Value does not exceed [five] times the PSU Grant Value. For purposes of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occursthis Section 3(b), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed “PSU Grant Value” shall be the number of granted PSUs multiplied by the Company closing price of the Company’s Common Stock on the Grant Date, and (ii) the “PSU Ending Value” shall be the sum of (A) the earned PSUs calculated as set forth in Exhibit A multiplied by the Closing Average Period Value plus (B) the fair market value as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, Performance Period of any amounts (xwithout interest) the Participant shall earn payable in accordance with Sections 7(b) and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y7(c) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be through the last day of the Measurement Performance Period; provided, however, that any Common Stock described in this clause (xB) shall be valued using the Participant shall earn and vest in Closing Average Period Value. For purposes of this Section 3(b), the Pro Rata Portion (pursuant to Section 6(b)) “Closing Average Period Value” means the average closing price of the Target PRSUs as of Company’s Common Stock over the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) Closing Average Period. Any such Target PRSUs reduction shall be settled on rounded down to the effective date nearest whole PSU. The number of the Change of Control and (zearned PSUs determined under this Section 3(b) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationis referred to below as “Earned PSUs.”]

Vesting. If conditions to vesting as specified in this Agreement are not satisfied as of the applicable vesting date(s), [unvested shares/deferred cash][the right to exercise a stock option] will be canceled. The vesting schedule of the Award is stated in the [Deferred Stock/Restricted Stock/Deferred Cash] Award Summary to which this Appendix is attached. If the vesting schedule provides for vesting in installments, the [shares subject to the Award][right to exercise a stock option] will vest in the amounts (asubject to rounding) The performance period for and pursuant to the PRSUs schedule so provided. If all applicable conditions to vesting are satisfied, [the initial deferral amount, as adjusted to reflect interest accrued/notional gain (or loss) to the vesting date][shares subject to the Award] that vest thereby will no longer be subject to cancelation (except as provided in Section [6(f)], but Participant will not become entitled to receive such vested [shares][amounts] until their originally scheduled vesting date(s), unless Participant becomes entitled to an accelerated distribution upon the occurrence of events described in Section [6(b)(ii), (e) or (m)] of this Agreement]; [shares subject to a stock option ("Option shares") shall be vest and become exercisable in the period beginning January 1installment amounts (subject to rounding, 2024 and ending in Citigroup's discretion) on December 31the vesting dates set forth in the Stock Option Grant Summary, 2026 (or, if applicable, at such earlier and times as otherwise provided for upon the occurrence of the events described in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section [6] [SPECIFY APPLICABLE SUB-SECTIONS] of this Agreement, the number of PRSUs that shall be deemed earned ]. Vesting and vested, if any, shall be determined based on the level of achievement [distribution/payment/exercise] in each case are subject to receipt of the performance metrics set forth on Exhibit A (such performance metricsinformation necessary to make required tax payments and confirmation by Citigroup that all applicable conditions have been satisfied. Once Participant becomes entitled to receive [vested shares/deferred cash][shares acquired upon exercise of a stock option], the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may [they will be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to distributed][the payment will be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As made] as soon as reasonably practicable following the end administratively practicable. All [distributions of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned shares][payments] pursuant to such criteria (the date Award will be net of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledany [shares][funds] withheld for taxes. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.]

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this AgreementFor any Award Period, the consummation following number of Performance Shares shall vest if and only if a Change Management Representative (defined below) or the Compensation Committee, as applicable, determines, in Controlaccordance with this Paragraph 4, that the Performance Target (as defined in Paragraph 4(e)(iii)) (for that Award Period has been met by the “Measurement Period”). Subject to Trust: If there are any Performance Shares that have not vested after Management’s Representative or the terms and conditions of this AgreementCompensation Committee, as applicable, has determined the number of PRSUs Performance Shares that shall be deemed earned and vested, if any, shall be determined based on will vest with respect to the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement final Award Period, with the number of PRSUs that may then any and all then-remaining Performance Shares which have not vested shall terminate and be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledforfeited. (b) In Within sixty (60) days after the event end of each Award Period, Management’s Representative or the Compensation Committee, as applicable, shall determine whether the Performance Target has been met by the Trust for such Award Period and thereafter, shall promptly notify the Key Employee (or the executors or administrators of the Key Employee’s estate) of such determination. If Management’s Representative or the Compensation Committee, as applicable, determines that the Performance Target has been met for such Award Period, then the number of Performance Shares specified in Paragraph 4(a) above with respect to such Award Period shall vest. (c) Notwithstanding the foregoing, all remaining Performance Shares shall vest if the Key Employee shall incur an Involuntary Termination (as defined in the Plan) during the one year period commencing with the occurrence of a Change in Control during Control. (d) As soon as reasonably practicable after the Measurement Period where vesting of all or any portion of the PRSUs are Performance Shares, the Trust shall notify Key Employee or the Key Employee’s legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Performance Shares (“Tax Notice”). Key Employee or Key Employee’s legal representative, as applicable, shall tender to the Trust the amount specified in the Tax Notice within five (5) business days after the date of the Tax Notice, or such longer period of time as the Trust may designate. The Trust shall not assumed be required to remove the restrictions on such Shares until such time as the Key Employee or exchanged for an equivalent substitute award the Key Employee’s legal representative, as applicable, shall have paid such tax withholding amount in full. The Trust, at its sole discretion and on such terms and conditions determined by the Company Trust from time to time, may permit the Key Employee or the Key Employee’s legal representative to satisfy the minimum tax withholding obligations through the sale of all or a portion of such Shares resulting from this Agreement or by a return to the Trust of a number of Shares having a fair market value equal to the withholding amount due. In the event Key Employee or Key Employee’s legal representative, as applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Trust may, in its successor: sole discretion, satisfy such tax and withholding obligations by: (i) If returning to the Participant is employed by the Company as Trust all or a portion of the Change in ControlShares issued under this Agreement thereby withholding benefits under this Agreement; or (ii) withholding the required amounts from other amounts due the Key Employee or Key Employee’s legal representative, then (w) as applicable. The Trust is authorized to pay over to the effective date of the Change in Control appropriate authority, all federal, state, county, city or other taxes as shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) required pursuant to any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationlaw or governmental regulation or ruling. (iie) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account For purposes of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.this Agreement:

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and Except as otherwise provided in this Agreement, the consummation of a Change in ControlSection 2(e) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number PSU-TSR Award shall vest following a three-year performance period consisting of PRSUs that the Company’s fiscal years 20xx, 20xx and 20xx, and shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero subject to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before on the Change in Control Vesting Date (as defined below), and the attainment of one or more performance goals established by the Committee, in its sole discretion. With respect to the grant of the PSU-TSR Award, Participant shall be eligible to vest in a percentage of PSUs as follows: Below Threshold <xxth Percentile xx% Threshold xxth Percentile xx% Target xxth Percentile xx% Stretch xxth Percentile xx% Maximum xxth Percentile xx% PSU-TSR Award vesting shall be interpolated on a linear basis for performance between Threshold and Target, between Target and Stretch, and between Stretch and Maximum. No PSUs shall vest for performance below threshold goal(s). Except as otherwise provided for in this Agreement, not later than ninety (90) days following the last day of the Company’s fiscal year 20xx, the Committee shall certify the level of performance achieved with respect to the above-referenced three-year performance period (the date of such certification being referred to as the “PSU Certification Date”). The PSUs, if any, that vest in accordance with this Section 2(a) shall vest as soon as administratively practicable but no later than thirty (30) days following the PSU Certification Date (the “Vesting Date”), and any PSUs that remain unvested following the Vesting Date shall be immediately forfeited by the Participant without payment of any consideration. (b) Once vested, the PSUs 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, the value of such fractional Shares shall be paid in cash. (d) If the Participant’s service as an Employee of the Company on account of is terminated for any reason other than due to the Participant’s death or disabilityDisability, or due to Participant’s Retirement (as defined below), the PSUs shall, to the extent not then vested, be forfeited by the Participant without consideration. (we) In the effective date event that Participant’s employment is terminated by reason of death, Disability or Retirement of the Change in Control Participant within the first year following the Grant Date of this Agreement, Participant shall be the last day entitled to vest in 1/3 of the Measurement PeriodPSUs that would have otherwise vested had service continued through the Vesting Date, (x) with such PSUs vesting on that date subject to the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) achievement of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) applicable performance goals. All PSUs that do not become earned and vested on vest in accordance with the Change in Control preceding sentence shall be forfeited and cancelled automatically at the time of the Participant’s death, Disability or Retirement. In the event that Participant’s employment is terminated by reason of death, Disability or Retirement after the first year following the Grant Date of this Agreement, Participant shall be entitled to vest in all PSUs that would have otherwise vested had service continued through the Vesting Date, with no considerationsuch PSUs vesting on that date subject to the achievement of the applicable performance goals. (f) For purposes of this Agreement, “Retirement” shall mean Participant’s termination of employment for any reason (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 Company determines, in its sole discretion, that Participant has violated any of the Obligations in Appendix A to this Agreement, the Participant shall not be deemed to be eligible for Retirement and all PSUs that have not been settled shall be forfeited effective as of the date that the violation first occurred.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and Except as otherwise provided in this Agreementsubparagraphs (b) and (c) below, the consummation Participant will become vested in the Phantom Restricted Units awarded pursuant to this Agreement and credited to the Participant’s Phantom Restricted Unit Account according to the following vesting schedule, provided the Participant does not cease to be a non-employee member of a Change in Control) the Managing Board of Atlas Pipeline Holdings GP, LLC (the “Measurement PeriodCompany”). Subject ) prior to the terms and conditions applicable vesting date (the “Vesting Date”): First anniversary of this AgreementDate of Grant 25% Second anniversary of Date of Grant 25% Third anniversary of Date of Grant 25% Fourth anniversary of Date of Grant 25% The vesting of the Phantom Restricted Units shall be cumulative, but shall not exceed 100% of the Phantom Restricted Units subject to the grant. If the foregoing schedule would produce fractional Phantom Restricted Units, the number of PRSUs Phantom Restricted Units that vest shall be deemed earned and vested, if any, shall be determined based on rounded down to the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settlednearest whole Phantom Restricted Unit. (b) In If the event Participant terminates as a non-employee member of the occurrence Managing Board of the Company (the “Board”) prior to the Vesting Date for any portion of the Phantom Restricted Units, the Phantom Restricted Units credited to the Participant’s Phantom Restricted Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited as of the termination date; provided, however, that if the Participant terminates as a non-employee member of the Board on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Restricted Units shall become vested as of the date of the Participant’s termination as a non-employee member of the Board on account of death or Disability. (c) If a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (ias defined in Paragraph 6 below) If occurs while the Participant is employed by the Company as a non-employee member of the Change in ControlBoard, then (w) but prior to the effective date Vesting Date for any portion of the Phantom Restricted Units, the portion of the Phantom Restricted Units credited to the Participant’s Phantom Restricted Unit Account that have not vested prior to the consummation of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs become vested as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationControl.

Vesting. (a) The performance period PUs subject to this Award shall be subject to both a time-based vesting condition (the “Time-Based Condition”) and a performance-based vesting condition (the “Performance Condition”), as described herein. Except as expressly provided herein, none of the PUs shall be “vested” for purposes of this Agreement (i.e., the PUs shall not have any value), unless and until both the Time-Based Condition and the Performance Condition for such PUs are satisfied. The value of the PUs that are “vested” for purposes of this Agreement at any time shall equal the product of (i) the number of the PUs that have satisfied the Time-Based Condition and (ii) the value per PU (the “Vested PU Value”) given the level at which the Performance Condition has been satisfied for the PRSUs applicable Performance Period. (i) The Time-Based Condition for one-third of the PUs shall be satisfied on each of December 31, 2017, December 31, 2018 and December 31, 2019 (each, a “Time Vesting Date”), subject to the period beginning Participant not incurring a Termination prior to the applicable Time Vesting Date. Except as provided in this Agreement and/or under an effective employment agreement between the Company and the Participant, there shall be no proportionate or partial satisfaction of the Time-Based Condition prior to the applicable Vesting Date; for the avoidance of doubt, this Award shall be treated as an equity award for purposes of any accelerated vesting provided in an employment agreement. (ii) The Vested PU Value shall be based upon the level at which the performance goal(s) designated in the scorecard for the applicable Performance Period (the “Scorecard”) is/are satisfied, which Scorecard shall be prepared by the Committee and communicated to the Participant within the first 90 days following commencement of the applicable Performance Period. The “First Performance Period” shall be January 1, 2024 and ending on 2017 through December 31, 2026 (or2017; the “Second Performance Period” shall be January 1, 2018 through December 31, 2018; and the “Third Performance Period” shall be January 1, 2019 through December 31, 2019. Notwithstanding anything to the contrary in the Scorecard, the PUs shall only vest if earlier the Company’s earnings before interest, tax, depreciation and as otherwise amortization exceed $1.00 in any of the First Performance Period, the Second Performance Period or the Third Performance Period. For the avoidance of doubt, in no event shall the Performance Condition be deemed satisfied unless actual performance equals or exceeds the threshold level provided in this Agreementthe applicable Scorecard. To the extent that the actual performance is between the threshold and target levels or between the target and maximum levels described in the Scorecard, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, Vested PU Value shall be determined based on as set forth in the Scorecard; provided that the Performance Condition shall not be satisfied and the Vested PU Value shall be zero, if the actual performance is less than the threshold level of achievement of performance; and provided, further, that the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to maximum Vested PU Value shall not exceed 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledValue. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. Any earned bonus must be vested in order to become payable. The following rules shall apply in determining your earned and vested benefit: (a) The performance period Amounts earned for Contract Bonuses shall fully vest upon the PRSUs shall be the period beginning January 1Company’s entering into such Signed, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”)Expanded or Extended Contract. Subject to the terms and conditions of this Agreementprovisions below, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, you must remain employed with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at Company or its affiliates until the end of the Measurement Performance Period shall be forfeited in order to vest in your earned bonus amounts for the Growth Award under paragraph 3 and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledOSPP Bonus under paragraph 4. (b) In the event of that your employment with the occurrence Company is terminated during the Performance Period pursuant to Sections VI, VIII(i),(iii)(and only in the event of a Change in Control during Responsibility)(iv) or X of your Employment Agreement (a “Qualifying Termination”), you shall be entitled to full vesting of the Measurement Period where Growth Award, and provided that you have not missed any of the PRSUs are not assumed or exchanged milestones set forth in Section 4, you shall also be entitled to full vesting of the OSSP Bonus, and further subject to Section 6(c) and 6(d) respectively. (c) In the event that your Growth Award is vested pursuant to Section 6(b) above, the amount of the payment pursuant to the Growth Award shall be based on the Company’s international business’ projected gross revenue for an equivalent substitute award the full twelve month period immediately following the month of your Qualifying Termination as determined by the Company or its successor:Company’s Chief Executive Officer using the same methodology as set forth in paragraph 3. * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION (id) If In the Participant event that your OSSP Bonus is employed by vested pursuant to Section (b) above or (e) below, the Company as amount of the Change in Controlpayment pursuant to the OSSP Bonus shall equal $1,000,000 multiplied by a fraction, then (w) the effective numerator of which is the number of months from September 1, 2010 through the date of your Qualifying Termination, and the denominator of which is 28, provided that in the event you have met all of the milestones set forth in Section 4 prior to a vesting event described in Sections (b) or (e), you shall be entitled to the full amount of the OSSP Bonus. (e) In the event that there is a Change in Control of the Company (as defined under the Plan) that will have a Material Adverse Effect on the international business or a sale of the Company’s international business operations while you are employed as an Eligible Employee, you shall be the last day entitled to full vesting of the Measurement PeriodGrowth Award, (xand provided that you have not missed any of the milestones set forth in Section 4, you shall also be entitled to full vesting of the OSSP Bonus, and further subject to Section 6(d) and the Participant following sentence. For purposes of this Section 6(e), the Growth Award shall earn and vest be calculated within 30 days following the occurrence of an event described in the Target PRSUs as of prior sentence by calculating the Company’s international business’ projected revenue for the full twelve month period immediately following such Change in Control or sale of the Company’s international business operations as if determined by the Performance Metrics had been achieved at Company’s Chief Executive Officer using the Target level same methodology as set forth in Exhibit A, (y) paragraph 3 at the time of such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited or sale. In the event that there is a Change in Control of the Company (as defined under the Plan) that will not have a Material Adverse Effect on the international business, this Agreement and cancelled with no considerationthe long-term performance award hereunder will continue in full force and effect until the end of the Performance Period. For purposes of this Section 6(e), a Material Adverse Effect on the international business means: (1) a material change in the organizational and reporting structure of the international business, (2) a material change in the strategic direction of the international business, or (3) a material decrease in the investment in and budget for the international business. (iif) If Notwithstanding the Participant’s foregoing, if, prior to the end of the Performance Period, your employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (terminates pursuant to Section 6(b)) VII or IX of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit Ayour Employment Agreement, (y) such Target PRSUs then you shall be settled on the effective date of the Change of Control and (z) any PRSUs (immediately forfeit all rights to payments pursuant to your Growth Award, your OSSP Bonus and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationContract Bonuses for Signed, Extended or Expanded Contracts signed following such termination.

Vesting. (a) The performance period 100% on [the date of the initial Amendment to the Executive Letter of Appointment referenced herein] Following receipt by the Company of evidence and/or an indemnity from the Optionee to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the PRSUs Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld. Any such replacement Options or stock certificates shall be subject to the period beginning January 1same terms, 2024 conditions, and ending on December 31, 2026 (or, if earlier restrictions as these Options and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”)any Shares underlying these Options. Subject to the terms restrictions and conditions requirements of this Agreementapplicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by the Optionee surrendering the same, or in such denominations as may be requested by the Optionee (but not exceeding the number of PRSUs that Shares underlying the Options in these Options in the aggregate). No service charge will be made for such registration or transfer, exchange or reissuance. Proportionate adjustments shall automatically be deemed earned made to both the Exercise Price and vestednumber of these Options, and the Restrictions on Exercise [if anyapplicable], shall be determined based on in the level event of achievement of the performance metrics set forth on Exhibit A (such performance metricsa stock split, the “Performance Metrics”) over the Measurement Periodstock dividend, with reclassification, recapitalization, or any other increase or decrease in the number of PRSUs that may be earned and vested ranging from zero to 200% issued Shares of the Target PRSUsCompany effected without receipt of consideration by the Company, or upon any other event reasonably determined by a majority of the Board of Directors of the Company to justify such adjustments. Any PRSUs Shares issued to you upon exercise of these Options shall be registered under the Securities Act of 1933, as amended, and shall be freely transferrable. To the extent that the terms of the Stock Option Plan differ from the terms of this Notice of Stock Option Grant (the “Notice”), the terms of this Notice supersede the terms of the Stock Option Plan. By your signature and any related Dividend Equivalentsthe signature of the Company’s representative below, you and the Company agree to the terms of these Options. LIGHTLAKE THERAPEUTICS INC. Optionee Rxxxx Cxxxxxx, Chief Executive Officer Ladies and Gentlemen: This letter constitutes an unconditional and irrevocable notice that I hereby exercise the stock option(s) that are determined not granted to be earned and vested me by Lightlake Therapeutics Inc., a Nevada corporation (the “Company”) on _______________ at a fair market value of US$ ______ per share. Pursuant to the terms of such option(s), I wish to purchase _______________ shares of the common stock covered by such option(s) at the end exercise price(s) of US$ ______ per share via cashless exercise. These shares should be registered under the Measurement Period shall be forfeited Securities Act of 1933, as amended, and cancelled for no value without further action of the Participant or the Company. As soon delivered as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date follows: Address: Social Security Number: I represent that I will not dispose of such determination, the “Determination Date”)shares in any manner that would involve a violation of applicable securities laws. As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successorDated: By: Name: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. For the purposes of this Agreement, Change in Control will have the meaning set forth in the Participant’s Employment Agreement with the Company dated as of September 21, 2007, as amended from time to time (the “Employment Agreement”), provided, however that subclauses (iv) and (v) of such definition shall not apply for purposes of this Agreement. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of in Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs if such Change in Control has been consummated pursuant to a definitive agreement in effect at the time of such termination of employment or an alternative definitive agreement entered into subsequent to such original definitive agreement and shall otherwise earn and vest in the Pro Rata Portion (pursuant to Section 6(b6(c)) of the Target PRSUs as of the Change in Control Control, in each case as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of in Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.. (c) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are assumed or exchanged for an equivalent substitute award by the Company or its successor and either (1) the Participant remains employed by the Company on the date that is six (6) months after the date of such Change in Control (the “6-Month Anniversary Date”) or (2) after the Change in Control but before the 6-Month Anniversary Date, the Participant’s Service with the Company is terminated by the Company on account of the Participant’s death or disability, then (to the extent not previously vested in accordance with Section 4(a) or Section 6(b)), (i) the 6-Month Anniversary Date shall be the last day of the Measurement Period, (ii) the Target PRSUs shall be earned and vested as of the 6-Month Anniversary Date, if the preceding clause (1) applies or as of the date of termination of the Participant’s Service if the preceding clause (2) applies, in each case as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A (iii) the Target PRSUs shall be settled within thirty days of the 6-Month Anniversary Date if the preceding clause (1) applies or within thirty days of the date of termination of the Participant’s Service if the preceding clause (2) applies and (iv) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the 6-Month Anniversary Date shall be forfeited and cancelled with no consideration.

Vesting. a. Except as otherwise provided for in this Section, the Award will vest as provided in the Grant Notice. Except as otherwise provided for in this Section, vesting will cease upon separation from Service prior to the Vesting Dates set forth in the Grant Notice and upon such event, any portion of the Award including any dividend equivalents accrued thereon which has not vested shall be forfeited. b. Notwithstanding subsection (a) The performance period for the PRSUs shall be the period beginning January 1above, 2024 and ending on December 31, 2026 (or, if earlier and except as otherwise provided in this Agreementsubsections (c)-(e), if, the consummation Company terminates Participant’s Service involuntarily for any reason other than a termination for Cause (as defined in the Employment Agreement), or the Participant resigns for Good Reason (as defined in the Employment Agreement), and prior to any separation from Service the Participant has executed and continues to adhere to a Management-Employee Agreement in favor of the Company which contains a Change non-competition provision, then this Award shall not be terminated and the Participant shall continue to vest during each full year after the separation from Service during which the Participant choses to extend and comply with the Management-Employee Agreement. c. Notwithstanding the foregoing, in Control) (the “Measurement Period”). Subject event the Participant embezzles or misappropriates Company funds or property at any time, or has been determined by the Company to have failed to comply with the terms and conditions of this any of the following agreements which the Participant may have executed in favor of the Company: (i) Confidentiality and Protection of Business Agreement, (ii) Management-Employee Agreement, (iii) Sales-Employee Agreement, (iv) Data Security Agreement, (v) Non-Solicitation / Non-Compete and Confidentiality Agreement and Assignment of Inventions, or (vi) any other agreement containing post-employment restrictions, then to the number of PRSUs extent that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metricsParticipant was legally required to comply with such an agreement, the “Performance Metrics”) over the Measurement PeriodParticipant’s entire Award and dividend equivalents accrued thereon will be automatically forfeited, with the number of PRSUs that may be earned whether vested or unvested, and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant will retain no rights with respect to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned RSUs and vested PRSUs shall be settleddividend equivalents accrued thereon. (b) d. In the event of the occurrence of a Change in Control during (as defined in the Measurement Period where Plan after giving effect to the PRSUs are final sentence of Section 2(f) of the Plan), the vesting of outstanding RSUs shall be accelerated as follows: i. In the event that the Award is not assumed or exchanged for an equivalent substitute award by in accordance with Section 12(b)(i) of the Company or its successor: (i) If Plan, all of the Participant is employed by RSUs and dividend equivalents accrued thereon shall be deemed vested as of the Company as date of the Change in Control, then (wand shares in settlement of all of the RSUs subject to this Agreement shall be delivered and cash shall be paid for the dividend equivalents accrued thereon as soon as administratively practical, but in all events by the date that is 60 days after the date of the Change in Control. ii. In the event that the Award is assumed in accordance with Section 12(b)(i) of the effective Plan and within 12 months following the date of the Change in Control the Participant’s Service is terminated without Cause (as defined in the Employment Agreement) by the Company or an Affiliate or the Participant separates from Service for Good Reason (as defined in the Employment Agreement) (a “CIC Termination”) all of the RSUs and dividend equivalents accrued thereon shall be deemed vested as of the date of the CIC Termination, and shares shall be delivered in settlement of all of the RSUs subject to this Agreement and cash shall be paid for the dividend equivalents accrued thereon as soon as administratively practical, but in all events by the date that is 60 days after the date of the CIC Termination. e. In the event the Participant dies or is determined to be subject to a Disability while a Service Provider, vesting of outstanding RSUs and dividend equivalents accrued thereon shall be accelerated such that all of the RSUs and dividend equivalents accrued thereon shall be deemed vested as of the date of death or Disability and shares shall be delivered in settlement of all of the RSUs and cash shall be paid for the dividend equivalents as soon as administratively practical, but in all events by the date that is 60 days after the date of the death or Disability. f. In the event the Participant dies following a separation from Service, shares shall be delivered in settlement of any vested RSUs and cash shall be paid for any vested dividend equivalents as soon as administratively practical, but in all events by the last day of the Measurement Period, (x) year following the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationdeath.

Vesting. (a) The performance period for Subject to the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreementlimitations herein, the consummation Rights granted shall vest and be payable on the third anniversary of a Change in Control) the date of this Award Agreement (the “Measurement PeriodVesting Date”). Subject ) if and only to the terms extent the Bonus Award Performance Goals set forth in this subsection (b) are met. The Bonus Award Performance Goals are as follows: aggregate Fully-Diluted Earnings Per Share of the Company for fiscal years 2008, 2009 and conditions 2010: Bonus Award Minimum Performance Goal > than $ 3.30 Bonus Award Maximum Performance Goal $ 3.62 Achievement of this Agreementthe Bonus Award Performance Goals will be measured when the Company’s Fully-Diluted Earnings Per Share for fiscal year 2010 is released to the public. In the event the Bonus Award Minimum Performance Goal is not met, then the Rights will be forfeited to the Company and no Bonus Award will be payable. In the event the Company achieves Fully-Diluted Earnings Per Share that are between the Bonus Award Minimum Performance Goal and the Bonus Award Maximum Performance Goal, then the number of PRSUs that Rights which shall be deemed earned and vested, if any, vest shall be determined based on by linear interpolation and the level of achievement remainder of the performance metrics set forth on Exhibit A (Rights will be forfeited to the Company and no Bonus Award associated with such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period forfeited Rights shall be forfeited and cancelled for no value without further action of the Participant or the Companypayable. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event the Company achieves the Bonus Award Maximum Performance Goal, then all of the occurrence of a Change in Control during Rights shall vest and the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control entire Bonus Award shall be payable. The Committee has the last day of final authority to determine whether the Measurement PeriodBonus Award Performance Goals have been met and to what extent. Notwithstanding the foregoing, (x) the Participant Rights shall earn not vest and vest you shall immediately forfeit all rights, title and interests in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) to any PRSUs (and any related Dividend Equivalents) all Rights that do have not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with date on which you cease to serve as a director of the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) for any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationreason.