Common use of Vesting Clause in Contracts

Vesting. Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) Subject to the OptioneeGrantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided consummation of such Change in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to Control. Following the occurrence of a Change in Control; and, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (bd) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except Except as otherwise provided in this Section 43, the Option RSUs shall cease vesting as of the date of the OptioneeGrantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option RSUs that is are not a Vested Option RSUs as of such time shall become a Vested Option RSUs thereafter (i.e., the portion of the Option RSUs that is are not a Vested Option RSUs shall be forfeited immediately); provided, that, in the event that the Optionee Grantee experiences a Termination of Relationship for CauseCause (as defined in the Grantee’s Employment Agreement), all Options RSUs then held by the Optionee Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. Subject to the OptioneeGrantee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 43(a)), the entire Option all RSUs shall become non-forfeitable (when the Option a RSU becomes non-forfeitable, a “Vested OptionRSU”) and shall become exercisable in full [on [the first anniversary of the Grant Date]; provided, however, that: (ai) the entire Option all RSUs shall immediately become a Vested Option and shall become exercisable RSUs as of immediately prior to the occurrence of a Change in Control; and (bii) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the OptioneeGrantee’s service relationship by the Company or its Subsidiaries without Cause or (B) the OptioneeGrantee’s death, serious illness or Disability, (1) the Option number of RSUs shall become a Vested Option and shall become exercisable RSUs as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect that is equal to the aggregate number of Option Shares subject to the OptionRSUs, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and all RSUs shall become exercisable Vested RSUs as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 43(a), the Option RSUs shall cease vesting as of the date of the OptioneeGrantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time RSUs shall become a Vested Option RSUs thereafter (i.e., the portion of the Option RSUs that is are not a Vested Option RSUs shall be forfeited immediately); provided, that, in the event that the Optionee Grantee experiences a Termination of Relationship for Cause, all Options RSUs then held by the Optionee Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4), the entire Option a) The Restricted Stock Units shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) vested and shall become exercisable in full nonforfeitable on [the first anniversary of the Grant Date (the “Vesting Date]; provided”), however, that: (a) so long as the entire Option shall immediately become Grantee continues to be a Vested Option and shall become exercisable as member of immediately prior to the occurrence of a Change in Control; andBoard through the Vesting Date. (b) Notwithstanding the foregoing, to the extent the Restricted Stock Units have not previously terminated or become vested and nonforfeitable (i) if the Grantee ceases to be a Termination member of Relationship occurs at any time the Board due to the Grantee’s death, Disability (as defined below) or voluntary departure from the Board, then 100% of the Restricted Stock Units that would have become vested and nonforfeitable on the Vesting Date if the Grantee had remained a member of the Board through such date will become vested and nonforfeitable upon such death, Disability or voluntary departure from the Board; and (ii) 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 so long as the Grantee is a result of (A) a termination member of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on Board through the date of the Change in Control. Notwithstanding anything contained herein . (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 contrary, except as otherwise provided Grantee only if an event relating to the Change in this Section 4, the Option shall cease vesting as Control constitutes a change in ownership or effective control of the date of the Optionee’s Termination of Relationship with the Company or any a change in the ownership of its Subsidiaries for any reason and no a substantial portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion assets of the Option that is not a Vested Option shall be forfeited immediatelyCompany within the meaning of Treas. Reg. Section 1.409A-3(i)(5); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeited.

Vesting. Subject to the Optionee’s continued service relationship with Award Notice, these Terms and Conditions and the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4)Plan, the entire Option RSUs in respect of your Annual Vesting Award shall become non-forfeitable vest and no longer he subject to any restriction (when such period during which restrictions apply is the Option becomes non-forfeitable, a “Vested OptionRestriction Period”) and shall become exercisable in full on [as follows: November 19, 2008 8,300 November 19, 2009 9,150 November 19, 2010 10,850 November 19, 2011 10,850 November 19, 2012 10,850 Upon the first anniversary of the Grant Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship your employment by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company IAC or any of its Subsidiaries or Affiliates for any reason and no other than your death or Disability or for Cause or if you resign for Good Reason (as defined in your Employment Agreement) during the Restriction Period, the portion of your Annual Vesting Award that would have vested through the Option date of your termination of employment if the Annual Vesting Award vested in equal installments of 20% per year (or 10,000 RSUs) shall vest, and the remaining unvested portion of your Annual Vesting Award shall be forfeited and canceled in its entirety effective immediately upon such termination of employment. For example, if you resign for Good Reason on September 19, 2010 (e.g. after the second vesting of RSU’s but prior to the November 19, 2010 vesting), 2,550 RSUs will vest and the remaining 30,000 RSUs will be forfeited and canceled. If your employment is terminated by IAC or any of its Subsidiaries or Affiliates for Cause, or if following any termination of employment between you and IAC or any of its Subsidiaries or Affiliates for any reason IAC determines that is not a Vested Option as during the two years prior to such termination there was an event or circumstance that would have been grounds for termination for Cause, your Annual Vesting Award shall be forfeited and canceled in its entirety upon such termination, and IAC may cause you, immediately upon notice, either to return the shares or cash issued upon the settlement of RSUs that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for termination for Cause or to pay IAC an amount equal to the aggregate amount, if any, that you had previously realized in respect of any and all shares issued upon settlement of RSUs that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such time shall become a Vested Option thereafter termination for Cause (i.e., the portion value of the Option that is not a Vested Option RSUs upon vesting), in each case, including any dividend equivalents or other distributions received in respect of any such RSUs. This remedy shall be forfeited immediately); providedwithout prejudice to, thator waiver of, any other remedies IAC or its Subsidiaries or Affiliates may have in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedsuch event.

Vesting. Subject (a) All of the Stock Units and shares of Stock issued pursuant to this Award prior to the Optionee’s continued service relationship Final Vesting Date (as defined below) shall be subject to time-based vesting, with one-third (1/3) of the Company Stock Units earned pursuant to this Award and the shares of Stock issued or its Subsidiaries through issuable pursuant to this Award vesting on each of the vesting date first three (except as otherwise provided in this Section 4), 3) anniversaries of the entire Option shall become non-forfeitable Grant Date (when the Option becomes non-forfeitableeach, a “Vested Option”Vesting Date,” and the third (3rd) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, howeverthe “Final Vesting Date”), that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior subject to the occurrence Grantee’s continued employment with the Company (or a Company Affiliate) through the applicable Vesting Date. All shares of Stock issued pursuant to this Award after the Final Vesting Date shall be fully vested upon issuance. Except as provided in Sections 3(b) and 3(c) below, if at any time the Grantee shall cease to be an employee of the Company or a Change Company Affiliate for any reason (other than in Control; andcircumstances where the Grantee immediately thereafter remains or becomes an employee of the Company or a Company Affiliate), then the Stock Units and shares of Stock issued pursuant to this Award that remain unvested at such time shall automatically and immediately be forfeited by the Grantee without consideration therefor. (b) if a Termination If the Grantee shall cease to be an employee of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause a Company Affiliate (other than in circumstances where the Grantee immediately thereafter remains or (Bbecomes an employee of a Company Affiliate) the Optionee’s deathin circumstances that constitute a Terminating Event, serious illness any then unvested Stock Units or Disability, (1) the Option shall become a Vested Option shares of Stock issued pursuant to this Award will not be forfeited and shall become exercisable such Stock Units or shares of Stock issued pursuant to this Award will be fully time-vested as of the date of such Termination Terminating Event. Any shares of Relationship and shall remain outstanding Stock issued pursuant to the provisions of Section 8(a) this Award with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days Stock Units that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding vested pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, 3(b) will be fully time-vested upon issuance. (c) In the Option event the Grantee shall cease vesting as to be an employee of the date of the Optionee’s Termination of Relationship with the Company or any a Company Affiliate (other than in circumstances where the Grantee immediately thereafter remains or becomes an employee of its Subsidiaries for any reason and no portion a Company Affiliate) as a result of the Option that is not Grantee’s change in status from an Employee to a Vested Option as of such time shall become a Vested Option thereafter (i.e.Director or Consultant, then, unless otherwise required by law, the portion Grantee shall continue to time-vest in any then unvested Stock Units or shares of Stock issued pursuant to this Award based on the Grantee’s continued service as a Director or Consultant, in which case, the Grantee ceasing to serve as a Director or Consultant will be treated in the same manner as Grantee ceasing to be an Employee of the Option that is not Company or a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination Company Affiliate for purposes of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedthis Agreement.

Vesting. Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except Except as otherwise provided herein, and provided that Grantee remains in this Section 4), Continuous Service through the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Vesting Date]; provided, however, that: (a) 3.1 The TSR Peer Group PSUs will vest, in whole or in part, on the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to Vesting Date, in accordance with the occurrence of a Change in Controlschedule set forth on Exhibit I; and (b) if a Termination of Relationship occurs at any time prior to a Change 3.2 The Xxxxxxx 3000 Index PSUs will vest, in Control as a result of (A) a termination of whole or in part, on the Optionee’s service relationship by Vesting Date, in accordance with the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable schedule set forth on Exhibit II. 3.3 With effect as of the date Vesting Date, any PSUs that vest as set forth above, except for a fraction of such Termination a PSU, become “Vested Units,” and all other PSUs, including a fraction of Relationship a PSU that would otherwise vest as set forth above, shall be automatically forfeited, and neither the Company nor any Affiliate shall remain outstanding pursuant have any further obligations to the provisions of Section 8(a) Grantee with respect to the aggregate number of Option Shares subject to the Optionsuch forfeited PSUs. 3.4 The foregoing vesting schedules notwithstanding, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contraryGrantee’s Continuous Service terminates for any reason, except as otherwise provided in this Section 4, the Option shall cease vesting as 11 of the date of the Optionee’s Termination of Relationship with Plan or any successor provision or in any employment agreement between Grantee and the Company or its affiliate (“Employment Agreement”), at any time before the Vesting Date, the Grantee’s unvested PSUs shall be automatically forfeited upon such termination of its Subsidiaries for Continuous Service, and neither the Company nor any reason and no portion Affiliate shall have any further obligations to the Grantee under this Agreement. 3.5 Immediately prior to the consummation of a Corporate Transaction described in Section 2(q)(i), (ii) or (iii) of the Option that is not a Vested Option Plan, the PSUs shall automatically vest in their entirety at the target amount and shall as of such time moment become Vested Units; except to the extent this Agreement is Assumed, in which case this Agreement shall become a Vested Option thereafter (i.e., continue to apply to the portion PSUs or any similar rights issued in lieu thereof in connection with such assumption. Appropriate adjustments shall be made to the number of PSUs to reflect the effect of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedCorporate Transaction.

Vesting. Subject to If the Optionee’s continued service relationship with Employee has remained continuously employed by the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4)dates specified on the cover page hereof, the entire Option Unvested Shares shall become non-forfeitable Vested Shares (when the Option becomes non-forfeitable, a or shall “Vested Optionvest”) and shall become exercisable on such dates in full on [the first anniversary of the Grant Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is an amount equal to the number of calendar days shares set opposite the applicable date on the cover page hereof. Option Shares that have elapsed since the Grant Date been issued and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option are “Unvested Shares” shall immediately become a Vested Option and shall become exercisable as of immediately prior be subject to the occurrence Company’s Repurchase Option described in Section 6 unless and until they become “Vested Shares.” Any vesting of shares under this option shall first be deemed to apply to shares issued upon exercise of this option (in the order of such Change in Control exercise) and such then to unissued shares subject to this option; and any exercise of this option shall be deemed to apply first to any then unissued Vested Option shall remain outstanding pursuant Shares. The Employee agrees not to the provisions sell, assign, transfer, pledge, hypothecate, gift, mortgage or otherwise encumber or dispose of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein (except to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any successor to the Company) all or any Unvested Shares or any interest therein, and any Unvested Shares purchased upon exercise of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option this option shall be forfeited immediately); providedheld in escrow by the Company in accordance with the terms of Section 17 below unless and until they become Vested Shares. The term “Option Shares” used without reference to either Unvested Shares or Vested Shares shall mean both Unvested Shares and Vested Shares, thatwithout distinction. In addition, in the event that the Optionee experiences a Termination Company’s Repurchase Option is triggered pursuant to Section 6 below, and the Company elects not to exercise its option for the repurchase of Relationship for Causeany or all of the Unvested Shares, then upon the expiration of the Repurchase Option Period, any and all Options then held Option Shares not repurchased by the Optionee Company shall become Vested Shares. The Board may, in its discretion, accelerate any of the foregoing vesting dates. The foregoing rights are cumulative and (whether vested subject to Sections 4 or unvested5 hereof if the Employee ceases to be employed by the Company) shall immediately may be forfeitedexercised only before the date which is ten years from the date of this option grant.

Vesting. Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and A Participant's interest in his Account shall become exercisable as of immediately prior vested and nonforfeitable to the occurrence extent of a Change in Control; andthe following percentages based upon full Years of Service with an Employer: Percentage Percentage Year of Service Vested Forfeited Fewer than five years 0% 100% At least five years 100% 0% An Employee forfeits all non-vested rights to an Account after the Plan Year after five consecutive One Year Periods of Severance have occurred. (b) if For purposes of vesting, a Termination Year of Relationship occurs at Service shall be credited for each 12-month period beginning on the Employee's employment commencement date during which an Employee completes a month of service. In addition, each Employee participating in the Plan shall be credited, for Service purposes, for his employment with any time subsidiary or affiliate of AFG. (c) In computing full Years of Service hereunder, any Employee who has a One Year Period of Severance shall not receive credit for Years of Service prior to a Change in Control as a result such break until one full Year of (A) a termination Service has been completed after return to service. In addition, Years of Service by any Employee after any five consecutive One Year Periods of Severance shall not be taken into account for purposes of determining the Optionee’s service relationship nonforfeitable percentage of an Employee's interest derived from compensation deferred by the Company or its Subsidiaries without Cause or (B) Employee which accrued before such five consecutive One Year Periods of Severance. Further, when computing full Years of Service hereunder, the Optionee’s death, serious illness or Disability, (1) the Option Employer shall become establish and maintain a Vested Option separate Account for each Employee who has incurred a One Year Period of Severance and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant has subsequently returned to the provisions employment of Section 8(a) with respect an Employer. The purpose of maintaining such separate Accounts will be to insure that allocations to any Employee are properly made to determine the aggregate number nonforfeitable percentage of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change accrued interest in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship accordance with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter above. (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, d) Participation in the event Plan will continue until an Employee terminates his employment as provided for in Section or for as long as he has an interest in the Plan that the Optionee experiences a Termination of Relationship has not been distributed to him or for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedhis benefit.

Vesting. Subject The PRSUs will be subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2026 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the OptioneeEmployee’s continued service relationship employment with or provision of services to the Company or its Subsidiaries a subsidiary or affiliate through the vesting date (except Vesting Date or as otherwise provided in this Section 4)8. For the avoidance of doubt, the entire Option shall become change of the Employee’s status from employee to non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary employee member of the Grant Date]; providedBoard of Directors of the Company, howeverconsultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, that: (a) to the entire Option shall immediately become extent all or a Vested Option and shall become exercisable portion of the PRSUs have not vested as of immediately prior to the Vesting Date, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control; and (b) if a Termination of Relationship occurs at any time prior , notwithstanding anything to a Change the contrary in Control as a result of (A) a termination Section 8 of the Optionee’s service relationship by Plan, the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of PRSUs outstanding on the date of such Termination of Relationship Change in Control, and shall remain outstanding pursuant to the provisions of Section 8(a) any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the aggregate number of Option Shares Vesting Date, subject to the Option, multiplied by a fraction, (x) the numerator Employee’s continued employment with or provision of which is equal services to the number of calendar days that Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have elapsed since been achieved at the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable “Target” level as set forth on Exhibit A as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein ), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the contrary, except as otherwise extent provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, 8 in the event that of the Optionee experiences a Termination Employee’s termination of Relationship for Causeemployment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, all Options then held by the Optionee (whether vested or unvested) such awards shall immediately be forfeitedcancelled.

Vesting. Subject to the Optionee’s continued service relationship with terms and conditions of this Award Agreement, and provided that the Company or its Subsidiaries Participant remains a Service Provider through each vesting date, the vesting date Restricted Stock shall become “Vested Shares” for purposes of this Award Agreement in three (except 3) equal, annual installments, commencing on the Initial Vesting Date. Until the shares of Restricted Stock vest and become Vested Shares, which unvested shares shall be called Unvested Shares (as otherwise provided in this Section 4defined below), neither the entire Option shall become non-forfeitable (when the Option becomes non-forfeitableUnvested Shares, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at nor any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) right with respect to the aggregate number Unvested Shares of Option Shares Restricted Stock under this Agreement, may be sold, assigned, transferred, pledged, hypothecated (by operation of law or otherwise) or otherwise conveyed or encumbered and shall not be subject to the Optionexecution, multiplied by a fractionattachment or similar process. Any attempted sale, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date assignment, transfer, pledge, hypothecation or other conveyance or encumbrance shall be void and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with unenforceable against the Company or any of its Subsidiaries for any reason and no portion affiliate of the Option that is not a Company. Upon becoming Vested Option as of Shares, such time restrictions shall become a Vested Option thereafter (i.e., lapse. A legend or legends may be affixed to share certificates representing the portion of Restricted Stock evidencing these restrictions. Notwithstanding the Option that is not a Vested Option shall be forfeited immediately); provided, thatforegoing, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held Participant’s employment is terminated by the Optionee Company without Cause or if Participant resigns for Good Reason, and such termination is not in Connection with a Change of Control, then Participant will receive twelve (whether 12) months accelerated vesting with respect to Participant’s then outstanding unvested portion of the Award, at which time such additionally vested shares shall become Vested Shares, provided that Participant signs the separation agreement and release of claims as set forth in Section 8(d) of the Employment Agreement and otherwise complies with such section. Notwithstanding the foregoing, in the event that Participant’s employment is terminated by the Company without Cause or unvestedif Participant resigns for Good Reason, and such termination is in Connection with a Change of Control, then Participant will become fully vested in Participant’s then outstanding unvested portion of the Award, at which time such additionally vested shares shall become Vested Shares, provided that Participant signs the separation agreement and release of claims as set forth in Section 8(d) of the Employment Agreement and otherwise complies with such section. Notwithstanding the foregoing, in the event that Participant resigns for Good Reason due to (x) the failure of the Company to appoint Participant as Chief Executive Officer by April 30, 2011 or in the event of the appointment of another as Chief Executive Officer after April 29, 2010, the vesting of Participant’s then outstanding unvested portion of the Award will be accelerated in full, at which time such additionally vested shares shall immediately become Vested Shares, or (y) the appointment of another as Chief Executive Officer prior to April 30, 2010, the vesting of half of the outstanding unvested portion of the Award will be forfeitedaccelerated in full, at which time such additionally vested shares shall become Vested Shares, provided in each case that Participant signs the separation agreement and release of claims as set forth in Section 8(d) of the Employment Agreement and otherwise complies with such section.

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

Vesting. Subject If there has not been a Termination of Service during the ------- Restriction Period, then upon the expiration of the Restriction Period, the Executive shall become 100% vested in the shares of Restricted Stock awarded hereunder, and shall own those shares free of all restrictions otherwise imposed by this Agreement. In addition, the Executive shall also become fully vested in all of the shares of Restricted Stock awarded hereunder prior to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary end of the Grant Date]; providedRestriction Period, howeverand become owner of such shares free of all restrictions otherwise imposed by this Agreement, thatas follows: (a) the entire Option shall immediately become a Vested Option and The Executive shall become exercisable fully vested in all of the shares of Restricted Stock awarded hereunder as of immediately the date of the Executive's Termination of Service, if such Termination of Service occurs on or after that date which is 90 days prior to the date of the Change in Control by reason of the Executive's death, Total Disability or retirement in accordance with Company policies concerning executive retirement as in effect on September 1, 2000; or (b) The Executive shall become fully vested in all of the shares of Restricted Stock awarded hereunder as of the date of the Termination of Service, if the Executive is Terminated Without Cause or the Executive Resigns for Good Reason at any time on or after that date which is 90 days prior to the Change in Control; or (c) The Executive shall become fully vested in all of the shares of Restricted Stock awarded hereunder upon the occurrence of a Change in Control; and (b) if a Termination Control and the obligations of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) IMCO under this Agreement with respect to the aggregate number Award are not fully assumed or replaced by equivalent substitute award(s), as more fully described in paragraph 7 below; or (d) If in connection with a Change of Option Shares subject Control the obligations of IMCO under this Agreement with respect to the OptionAward are assumed or equivalent substitute award(s) are granted in lieu thereof, multiplied by but a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a subsequent Change in Control occurs within 90 days following such Termination of Relationship, before the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination expiration of the Relationship occurred on the date of the Restriction Period, then effective upon such subsequent Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option Executive shall cease vesting as become fully vested in all of the date shares of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option Restricted Stock awarded hereunder, as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, more fully described in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeited.paragraph 7 below. EXHIBIT A

Vesting. Subject (a) Except as may otherwise be provided herein, (i) one-third of the RSUs (rounded down to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4), the entire Option nearest whole Share) shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full vested on [the first anniversary of the Grant Date]; provided, however, that: (aii) one-third of the RSUs (rounded down to the nearest whole Share) shall become vested on the second anniversary of the Grant Date and (iii) the entire Option shall immediately become a Vested Option and remainder of the RSUs shall become exercisable as vested on the third anniversary of immediately the Grant Date, in the case of each of clauses (i), (ii) and (iii), subject to Participant not having incurred a Termination of Employment prior to the occurrence of a Change in Control; andapplicable vesting date. (b) if Except as provided in the immediately following sentence, in the event that Participant incurs a Termination of Relationship occurs at any time prior to Employment, unvested RSUs shall be forfeited by Participant without consideration therefor. Notwithstanding the foregoing, in the event that Participant incurs a Change in Control Termination of Employment (i) as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries Affiliate without Cause “Cause” (as defined in Participant’s employment agreement with the Company dated as of March 6, 2012 without regard to the earlier expiration of such agreement (the “Employment Agreement”)) or for “Good Reason” (as defined in the Employment Agreement), RSUs shall immediately vest in full and be settled in accordance with Section 3 of this Agreement, or (Bii) due to Participant’s death or “Disability” (as defined in the Optionee’s deathEmployment Agreement), serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of RSUs that are outstanding immediately prior to such Termination of Relationship Employment and that would have vested on the next vesting date shall remain outstanding pursuant to vest pro-rata, with the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject RSUs vesting to be determined by multiplying the Option, multiplied number of RSUs that would have vested on the next vesting date by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since between the prior vesting date (or Grant Date if no vesting date occurred prior to Participant’s Termination of Employment) and (y) the date of Participant’s Termination of Employment, and the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeited.

Vesting. Subject (a) The RSUs shall vest in accordance with the 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 Optionee’s continued service relationship with the Company or its Subsidiaries through the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date (except pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as otherwise provided in this Section 4the “Vesting Date”), the entire Option Company shall become non-forfeitable settle the vested portion of 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 (when the Option becomes non-forfeitable“RSU Shares”). 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 “Vested Option”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 fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the 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 Acquiring Corporation, these RSUs shall automatically become exercisable vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control 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 in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on [or prior to the first anniversary of the Grant Date]; provided, however, that: (a) date of the entire Option shall immediately become a Vested Option and shall become exercisable as consummation of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control Event, the Participant’s employment or other relationship as a result of (A) a termination of an Eligible Participant with the Optionee’s service relationship Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedAcquiring Corporation.

Vesting. Subject A. The Participant shall have a non-forfeitable right to a portion of the Optionee’s continued service relationship with the Company or its Subsidiaries through Award only upon the vesting date (dates specified on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in this Section 4), the entire Option its sole discretion. No portion of any Award shall become non-forfeitable (when vested on the Option becomes non-forfeitablevesting date unless the Participant is then, a “Vested Option”) and shall become exercisable in full on [the first anniversary of since the Grant Date]; providedDate has continuously been, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Subsidiaries without Cause or (B) the Optionee’s deathAffiliates for any reason, serious illness or Disability, (1) the Option shall become a Vested Option any then outstanding and shall become exercisable as unvested portion of the date of such Termination of Relationship Award shall be automatically and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date immediately forfeited and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contraryterminated, except as otherwise provided in this Section 4Agreement and the Plan. B. The Award will become eligible to vest upon achievement of each of three annual performance goals (the “Annual Performance Goals”), as adopted by the Option Committee in the first calendar quarter of each of the three years beginning on the first year in which the Award is granted and communicated. The calculation of the number of Granted PSUs that will vest is specified in the Long-Term Incentive Program Overview for Executives for the year in which the Award is granted (“LTI Overview”), which is also found on your Fidelity stock plan account. Granted PSUs that become eligible to vest upon the achievement of each of the Annual Performance Goals are referred to as the “Eligible PSUs.” In the event and to the extent that the any of the Annual Performance Goals are not satisfied, such Granted PSUs connected to such unachieved Annual Performance Goals shall cease vesting not become eligible to vest and shall be immediately forfeited. As specified in each of the Annual Performance Goals, in the event and to the extent that the Annual Performance Goals are exceeded, an additional number of Granted PSUs will become eligible to vest. In no event shall the number of Eligible PSUs exceed 200% of the number of Granted PSUs. All Eligible PSUs will vest on the later of the third anniversary of the Grant Date or the date of the Committee’s determination of the degree to which the Annual Performance Goals have been satisfied (the “Vesting Date”). C. Except as otherwise provided in the Plan, upon termination of the Participant’s employment with the Company and its Affiliates for any reason, any portion of the Award that is not then vested will immediately terminate, except as follows: (i) any portion of the Award held by the Participant immediately prior to the Participant’s termination of employment on account of death or Disability will, to the extent not vested previously, become fully vested upon the later of (a) the date of death or Disability of the Participant or (b) the determination of the Eligible PSUs based on the achievement of the Annual Performance Goals and the Committee’s approval, even if such determination occurs following the date of death or Disability of the Participant; and (ii) any portion of the Award held by the Participant immediately prior to the Participant’s Retirement, to the extent not vested previously, will become fully vested upon the later of the date of Retirement or determination of the OptioneeEligible PSUs based on the achievement of the Annual Performance Goals and the Committee’s Termination approval for fifty percent (50%) of Relationship the number of Eligible PSUs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible PSUs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Eligible PSUs of the Award. For the avoidance of doubt, Retirement means the Participant’s leaving the employment of the Company and its Affiliates after reaching age 55 with ten (10) consecutive years of service with the Company or its Affiliates, but not including pursuant to any of its Subsidiaries termination For Cause or any termination for insufficient performance, as determined by the Company. D. Notwithstanding anything herein to the contrary, any reason and no portion of the Option that is not Award held by a Vested Option as Participant or a Participant’s permitted transferee immediately prior to the cessation of the Participant’s employment For Cause shall terminate at the commencement of business on the date of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedtermination.

Vesting. Subject to the OptioneeParticipant’s continued service relationship with the Company or its Subsidiaries through the vesting date (not having a Termination of Relationship and except as otherwise provided set forth in this Section 4)7 hereof, the entire Option Options shall become non- forfeitable and exercisable (any Options that shall have become non-forfeitable (when and exercisable pursuant to this Section 4, the Option becomes non-forfeitable, a “Vested OptionOptions”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, thatas follows: (a) in such percentages as on such dates as set forth on the entire Option Certificate of Grant of this Award under “Vesting Schedule”; or (b) in the event of Participant’s Disability (a “Special Termination”), the installment of Options scheduled to vest on the next Vesting Date immediately following such Special Termination shall immediately become Vested Options, and the remaining Options which are not then Vested Options shall be forfeited; (c) upon Participant’s death, any previously unvested Options shall immediately become Vested Options; (d) upon a Termination of Relationship as a result of the Participant’s Retirement with Notice, any previously unvested Options shall remain outstanding and become Vested Option and shall become exercisable Options on the normal scheduled future Vesting Date(s) occurring during the remainder of the full term of the Options, as if no Termination of immediately prior to Relationship had occurred; (e) in the event of (i) the occurrence of a Change in Control; of Control and (bii) if thereafter, a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship Participant by the Company or any of its Subsidiaries Affiliates (or successors in interest) without Cause or (Bby the Participant for Good Reason that occurs prior to the second anniversary of the Change of Control, then each outstanding Option which has not theretofore become a Vested Option pursuant to Section 4(a) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of on the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(aRelationship; or (f) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4above with respect to a Special Termination, the Option shall cease vesting as of the date of the Optionee’s death, or Retirement with Notice or a Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e.provided in Section 4(e) above, the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences upon a Termination of Relationship for Causeany other reason, all Options then held by the Optionee unvested portion of the Option (whether vested or unvestedi.e. , that portion which does not constitute Vested Options) shall immediately terminate and cease to be forfeitedoutstanding on the date the Termination of Relationship occurs and shall no longer be eligible to become Vested Options.

Vesting. Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, that: (a) Unless the entire Option shall immediately Plan Administrator otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement or Section 10.1(b) of the Plan, the Grantee will become a Vested Option and shall become exercisable vested as to that number of immediately prior each type of Restricted Stock Units (if any) that is equal to the occurrence fraction or percentage set forth on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Restricted Stock Units that are subject to this Agreement, rounded down to the nearest whole number of such type of Restricted Stock Units on each of the Vesting Dates indicated on Schedule I hereto, and 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 have become vested in accordance with this Agreement. If rounding pursuant to the preceding sentence prevents any portion of a Change in Control; andRestricted Stock Unit from becoming vested on a particular Vesting Date (any such portion, an “Unvested Fractional Restricted Stock Unit”), one additional Restricted Stock Unit of such type of Restricted Stock Unit will become vested on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Stock Units of such type (including any Unvested Fractional Restricted Stock Unit created on such succeeding Vesting Date) equals or exceeds one whole Restricted Stock Unit of such type of Restricted Stock Unit, with any excess treated as an Unvested Fractional Restricted Stock Unit thereafter subject to the application of this sentence and the following sentence. Any Unvested Fractional Restricted Stock Unit comprising part of a whole Restricted Stock Unit that vests pursuant to the preceding sentence will thereafter cease to be an Unvested Fractional Restricted Stock Unit. (b) Notwithstanding the 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 a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship Grantee has not been continuously employed by the Company or its Subsidiaries without Cause or (Bor, if the Grantee is a Nonemployee Director, continuously serving in such capacity) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since from the Grant Date and through such date (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence vesting or forfeiture of such Change in Control Restricted Stock Units and such Vested Option shall remain outstanding pursuant related Unpaid RSU Dividend Equivalents to the provisions of be governed instead by Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately6 hereof); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeited.

Vesting. Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option With respect to Awards other than any Performance Awards and shall become exercisable as of immediately prior to any Other Equity-Based Awards, upon the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change , in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable each case as of immediately prior to but contingent on the occurrence of such Change in Control Control, (i) all outstanding Options and SARs shall be deemed to have vested, and all restrictions and conditions applicable to such Vested Option Options and SARs shall remain be deemed to have lapsed; (ii) all outstanding pursuant Restricted Shares and Share Units shall be deemed to have vested, and all restrictions and conditions applicable to such Restricted Shares and Share Units shall be deemed to have lapsed, and any Shares subject thereto shall be delivered unless the provisions Committee determines to cash out such Award as described in Section 18.3.2 and any cash payment required thereunder shall be made; (iii) all outstanding Dividend Equivalent Rights shall be deemed to have vested, and all restrictions and conditions applicable to such Dividend Equivalent Rights shall be deemed to have lapsed, and any Shares subject thereto shall be delivered unless the Committee determines to cash out such Award as described in Section 18.3.2 and any cash payment required thereunder shall be made; and (iv) all outstanding LTIP Units shall be deemed to have vested, and all restrictions and conditions applicable to such LTIP Units shall be deemed to have lapsed; (b) With respect to any Performance Award, upon the occurrence of Section 8(aa Change in Control, (i) as if the Termination less than half of the Relationship occurred Performance Period has lapsed, such Awards shall be earned, as of immediately prior to but contingent on the occurrence of such Change in Control, based on deemed achievement of target performance, and (ii) if at least half of the Performance Period has lapsed, such Awards shall be earned, immediately prior to but contingent on the occurrence of such Change in Control, based on the greater of (A) deemed achievement of target performance or (B) determination of actual performance as of a date reasonably proximal to the date of consummation of such Change in Control as determined by the Committee in its sole discretion. (c) With respect to any Other Equity-Based Award, upon the occurrence of a Change in Control. Notwithstanding anything contained herein to , Other-Equity Based Awards shall be governed by the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as terms of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeited.applicable Award Agreement

Vesting. Subject (a) All of the Stock Units and shares of Stock issued pursuant to this Award prior to the OptioneeVesting Date (as defined below) shall be subject to time-based vesting, with 100% of the Stock Units earned pursuant to this Award and the shares of Stock issued or issuable pursuant to this Award vesting on [_______] (the “Vesting Date”), subject to the Grantee’s continued service relationship employment with the Company (or its Subsidiaries a Company Affiliate) through such vesting date. All shares of Stock issued pursuant to this Award after the vesting date (except Vesting Date shall be fully vested upon issuance. Except as otherwise provided in this Section 4Sections 3(b) and 3(c) below, if at any time the Grantee shall cease to be an employee of the Company or a Company Affiliate for any reason (other than in circumstances where the Grantee immediately thereafter remains or becomes an employee of the Company or a Company Affiliate), then the entire Option Stock Units and shares of Stock issued pursuant to this Award that remain unvested at such time shall become non-forfeitable (when automatically and immediately be forfeited by the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; andGrantee without consideration therefor. (b) if a Termination If the Grantee shall cease to be an employee of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause a Company Affiliate (other than in circumstances where the Grantee immediately thereafter remains or (Bbecomes an employee of a Company Affiliate) the Optionee’s deathin circumstances that constitute a Terminating Event, serious illness any then unvested Stock Units or Disability, (1) the Option shall become a Vested Option shares of Stock issued pursuant to this Award will not be forfeited and shall become exercisable such Stock Units or shares of Stock issued pursuant to this Award will be fully time-vested as of the date of such Termination Terminating Event. Any shares of Relationship and shall remain outstanding Stock issued pursuant to the provisions of Section 8(a) this Award with respect to Stock Units that vested pursuant to this Section 3(b) will be fully time-vested upon issuance. (c) In the aggregate number event the Grantee shall cease to be an employee of Option Shares subject the Company or a Company Affiliate (other than in circumstances where the Grantee immediately thereafter remains or becomes an employee of a Company Affiliate) as a result of the Grantee’s change in status from an Employee to the Optiona Director or Consultant, multiplied then, unless otherwise required by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationshiplaw, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately Administrator may, on or prior to the occurrence date on which such change in status occurs, permit the Grantee to continue to time-vest in any then unvested Stock Units or shares of such Change in Control and such Vested Option shall remain outstanding Stock issued pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred this Award based on the date of the Change Grantee’s continued service as a Director or Consultant, in Control. Notwithstanding anything contained herein to the contrarywhich case, except as unless otherwise provided in this Section 4by the Administrator, the Option shall cease vesting Grantee ceasing to serve as a Director or Consultant will be treated in the same manner as Grantee ceasing to be an Employee of the date of the Optionee’s Termination of Relationship with the Company or any a Company Affiliate for purposes of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedthis Agreement.

Vesting. Subject (a) The RSUs shall vest in accordance with the 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 Optionee’s continued service relationship with the Company or its Subsidiaries through the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date (except pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as otherwise provided in this Section 4the “Vesting Date”), the entire Option Company shall become non-forfeitable settle the vested portion of 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 (when the Option becomes non-forfeitable“RSU Shares”). 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 “Vested Option”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 fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSU Shares or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the 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 Acquiring Corporation, these RSUs shall automatically become exercisable vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control 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 in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on [or prior to the first anniversary of the Grant Date]; provided, however, that: (a) date of the entire Option shall immediately become a Vested Option and shall become exercisable as consummation of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control Event, the Participant’s employment or other relationship as a result of (A) a termination of an Eligible Participant with the Optionee’s service relationship Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedAcquiring Corporation.

Vesting. Subject to (a) The Restricted Stock shall become Vested Restricted Stock in four (4) annual and equal installments based on the OptioneeParticipant’s continued service relationship Continuous Service through January 1 of each of the four years following the Date of Grant (each installment being a “Vesting Date”). Accordingly, the Restricted Stock Award granted under this Agreement shall vest as follows: (b) In the event that the Participant’s employment is terminated as a result of death or Disability, the Participant shall vest in the Restricted Stock with such vesting occurring as of the day before the termination of employment and no portion of the Restricted Stock shall be Unvested Restricted Stock. (c) In the event the Participant’s employment terminates as a result of the non-renewal by the Company or its Subsidiaries through of the vesting date Term of the Employment Agreement in effect on the Date of Grant (except as otherwise provided in this Section 4the “Current Term”), the entire Option Participant shall become vest in the Restricted Stock with such vesting occurring as of the day before the termination of employment and no portion of the Restricted Stock shall be Unvested Restricted Stock. In the event the Participant’s employment terminates as a result of the Company’s non-forfeitable renewal of any subsequent renewal Term (when a “Renewal Term”) of the Option becomes Employment Agreement, the Participant shall vest in a pro-rata portion of the Restricted Stock determined based on the Participant’s date of termination of employment in accordance with Section 3(h) below. In the event the Participant’s employment terminates as a result of the non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary renewal of the Grant Date]; providedTerm of the Employment Agreement by the Participant, howeverwhether at the end of the Current Term or any Renewal Term, that:all Unvested Restricted Stock shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. The shares of Unvested Restricted Stock which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. (ad) In the entire Option event the Participant’s employment is terminated by the Company without Cause or if the Participant terminates his/her employment with Good Reason, the Participant shall immediately become a Vested Option and shall become exercisable vest in the Restricted Stock with such vesting occurring as of immediately prior to the occurrence day before the termination of employment and no portion of the Restricted Stock shall be Unvested Restricted Stock. (e) In the event there is a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change , as defined in Control as a result of (A) a termination of the Optionee’s service relationship by Plan, then the Company or its Subsidiaries without Cause or (B) Participant shall vest in the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable Restricted Stock as of the effective date of any such Termination Change in Control. (f) Except as is provided in Section 9 of Relationship and shall remain outstanding the Plan, any adjustment to an award of Restricted Stock pursuant to Section 9 of the provisions Plan shall not change the ratio of Section 8(aUnvested Restricted Stock to Vested Restricted Stock. (g) In the event the Participant’s employment is terminated for Cause or if the Participant terminates his/her employment without Good Reason, all Unvested Restricted Stock shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. (h) If the aggregate Participant is entitled to vest in a pro-rata portion of the Restricted Stock, the number of Option Shares subject shares of Unvested Restricted Stock which vest (or additional shares which shall vest if some of the shares have already vested) shall be determined by multiplying the number of shares scheduled to vest on the Option, multiplied next scheduled vesting following the date of termination of employment by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since between the Grant Date January 1 preceding the date of the termination of employment and (y) the date of termination of employment, and the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) The Restricted Stock Units shall become vested and nonforfeitable in three equal installments on each of the first, second, and third anniversaries of the Grant Date (each such date, a “Vesting Date”), so long as the Grantee continues to be a member of the Board through each such Vesting Date. Subject to acceleration of vesting pursuant to Section 2(b) below, upon any cessation of service by the Optionee’s continued service relationship with Grantee as a member of the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4Board prior to any Vesting Date(s), the entire Option Grantee shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable forfeit any rights to vest in full on [the first anniversary of the Grant Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; andany then unvested Restricted Stock Units. (b) Notwithstanding the foregoing, (i) if the Grantee ceases to be a Termination member of Relationship occurs at the Board due to the Grantee’s death or Disability (as defined below), then that 33 1/3% portion of the Restricted Stock Units that would have become vested and nonforfeitable on the next Vesting Date if the Grantee had remained a member of the Board through such date will become vested and nonforfeitable upon such death or Disability (and any time remaining unvested Restricted Stock Units shall be immediately forfeited); and (ii) 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 (but only to the extent such Restricted Stock Units have not otherwise terminated or become vested and nonforfeitable) so long as the Grantee is a result of (A) a termination member of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on Board through the date of the Change in Control. (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) Except as provided in the following sentence, for purposes of this Agreement, a Change in Control shall have the meaning as provided in the Plan. Notwithstanding anything contained herein In the event the Grantee has elected to defer receipt of any RSU Shares as provided under Section 3(a) below, for purposes of this Agreement, a Change in Control (as defined in the Plan) will be deemed to have occurred with respect to the contrary, except as otherwise provided Grantee only if an event relating to the Change in this Section 4, the Option shall cease vesting as Control constitutes a change in ownership or effective control of the date of the Optionee’s Termination of Relationship with the Company or any a change in the ownership of its Subsidiaries for any reason and no a substantial portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion assets of the Option that is not a Vested Option shall be forfeited immediatelyCompany within the meaning of Treas. Reg. Section 1.409A-3(i)(5); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) Subject to the Optionee’s continued service relationship earlier termination of the Award as herein provided and subject to the terms of the Participant's Individual Agreement, the Award shall vest and become unrestricted at 12:00 a.m. on each Vesting Date set forth in the table below in the amount set forth next to each such Vesting Date, provided that the Participant is continuously employed with the Company or one of its Subsidiaries or Affiliates through each such Vesting Date: Vesting Date Shares Vesting ------------ -------------- ________, 200__ __________ ________, 200__ __________ ________, 200__ __________ (b) If the vesting Company shall undergo a Change in Control, any then-unvested Shares shall then vest and become unrestricted. (c) If the Participant undergoes a Termination of Employment due to the Participant's death or Disability, then any Shares of Restricted Stock unvested on the date of termination shall thereupon fully vest and become unrestricted. (except d) Except as otherwise provided in this Section 4)the Plan and in Sections 2(b) and 2(c) hereof, if the Participant undergoes a Termination of Employment, any Shares that are not vested as of the date of termination shall be forfeited by the Participant and such Shares shall be canceled by the Company. The Participant hereby irrevocably grants to the Company a power of attorney to transfer any unvested Shares forfeited to the Company and agrees to execute any document required by the Company in connection with such forfeiture and transfer. Notwithstanding the foregoing, to the extent expressly provided for in a Participant's Individual Agreement, the entire Option shall become non-forfeitable (when conditions to the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary vesting of the Grant Date]Award shall be waived or accelerated, as the case may be, on the terms contained in such Individual Agreement; provided, however, that:, if, pursuant to Section 2(f) hereof, the Award is designated as a Qualified Performance Based Award, satisfaction of the applicable Performance Goals may not be waived pursuant to the Participant's Individual Agreement unless such Individual Agreement provides for such acceleration upon a change of control, death, Disability or the termination of the Participant's employment by the Company without Cause or by the Participant for Good Reason. (ae) Upon the vesting of the Shares of Restricted Stock pursuant to this Section 2, all restrictions on such vested Shares shall lapse and such Shares shall become unrestricted and freely transferable. (f) Set forth on Exhibit A hereto are, if applicable, (i) the entire Option Performance Goals to which the Restricted Stock granted hereby is subject, if any and (ii) a statement that the Award is intended to be a Qualified Performance Based Award. Notwithstanding anything else to the contrary contained in Section 2, the Award of Restricted Stock shall immediately become a Vested Option and shall become exercisable not vest until such time as of immediately such Performance Goals, if any, have been satisfied. If the applicable Performance Goals, if any, are not met prior to the occurrence applicable Vesting Date set forth above, then the Shares that would have vested upon achievement of a Change in Control; and (b) if a Termination of Relationship occurs at any time such Performance Goals prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option such date shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option be forfeited as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeiteddate.

Vesting. (a) Subject to the Optionee’s continued service relationship with terms and conditions of this Agreement, all of the Restricted Stock Units awarded hereunder to Employee shall vest and become the right to receive Common Stock, in their entirety, on the third anniversary of this Agreement, if Employee remains continuously employed by the Company until such date. If the Employee is terminated, whether voluntarily or its Subsidiaries through the involuntarily, prior to vesting date (except of any Restricted Stock Units, any units remaining unvested as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, that: (a) date of termination will be forfeited and the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior Employee will retain no rights with respect to the occurrence of a Change in Control; andforfeited units. (b) Notwithstanding the vesting provisions contained in Section 3(a) above, but subject to the other terms and conditions set forth herein, if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship Employee has been continuously employed by the Company or its Subsidiaries until the date of a Change In Control of the Company, all of the Restricted Stock Units shall immediately vest on the date of such Change In Control. (c) In the event of the disability (as described in Section 4.2 of the Employment Agreement), termination without Cause or (B) death of Employee, if Employee has been continuously employed by the Optionee’s Company until the date of such disability, termination or death, serious illness Employee or Disability, (1) the Option his estate shall become a Vested Option and shall become exercisable immediately vested, as of the date of such Termination disability, termination or death, in a pro rata portion of Relationship and shall remain outstanding pursuant to the provisions of Section 8(aRestricted Stock Units determined by multiplying (i) with respect to the aggregate total number of Option Shares subject to the Option, multiplied Restricted Stock Units by (ii) a fraction, fraction of which (xA) the numerator of which is equal to shall be the number of calendar days that have elapsed since full Months during which Employee was an employee after the Grant Date date hereof and (yB) the denominator of which is equal shall be thirty six (36). (d) Except as provided in Section 3(c), if Employee ceases to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately be an employee for any reason prior to the occurrence vesting of such Change in Control and such Vested Option shall remain outstanding the Restricted Stock Units pursuant to the provisions of Section 8(aSections 3(a) as if the Termination and 3(b) hereof, Employee’s rights to all of the Relationship occurred Restricted Stock Units (the underlying right to receive Common Stock) not vested on the date of the Change in Control. Notwithstanding anything contained herein that Employee ceases to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option be an employee shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be and irrevocably forfeited.

Vesting. Subject (a) Participant’s interest in the Stock awarded under paragraph 1 (including applicable stock dividends and stock splits) shall become vested and nonforfeitable in accordance with the following schedule so long as Participant remains a bona fide employee of the Company (or its Subsidiaries). Upon vesting, the Company or its designated representative shall deliver to Participant the Optionee’s continued service relationship certificates evidencing the nonforfeitable shares, provided the withholding requirements of paragraph 5 have been satisfied. (1) On , % of the number of shares of Stock awarded hereunder shall become fully vested and nonforfeitable. (2) On , an additional % of the number of shares of Stock awarded hereunder shall become fully vested and nonforfeitable. (3) On , an additional % of the number of shares of Stock awarded hereunder shall become fully vested and nonforfeitable. (4) On , the balance of the shares of Stock awarded hereunder shall become fully vested and nonforfeitable. In addition, upon attainment of retirement age while Participant is a bona fide employee of the Company (or its Subsidiaries), the shares of Stock awarded hereunder shall become fully vested and nonforfeitable. Retirement age means age sixty (60) with ten (10) years of service, or age sixty-two (62) with five (5) years of service, with the Company or any of its Subsidiaries through the vesting date (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; andSubsidiaries. (b) if If Participant ceases to be a Termination bona fide employee of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion other than death or disability (within the meaning of subparagraph (c)), all shares of Stock to the Option that is extent not a Vested Option as of such time shall become a Vested Option thereafter yet vested under subparagraph (i.e., a) on the portion of the Option that is not a Vested Option date Participant ceases to be an employee shall be forfeited immediately); by Participant without payment of any consideration to Participant therefor. Any shares of Stock so forfeited shall be canceled and returned to the status of authorized but unissued shares. Notwithstanding the foregoing, if the Participant’s employment is terminated under the provisions of the Company’s Separation Pay Plan, Participant’s interest in all shares of Stock awarded hereunder shall become fully vested and nonforfeitable as of the date of termination, provided, thathowever, 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, or Participant becomes entitled to long-term disability benefits under the Union Bank of California Long Term Disability Plan while in the event that employ of the Optionee experiences Company or any of its Subsidiaries, Participant’s interest in all shares of Stock awarded hereunder shall become fully vested and nonforfeitable as of the date of death or long-term disability. (d) If Participant is on a Termination leave of Relationship absence from the Company or a Subsidiary because of disability, or for Causethe purpose of serving the government of the country in which the principal place of employment of Participant is located, all Options then held either in a military or civilian capacity, or for such other purpose or reason as the Committee may approve, Participant shall not be deemed during the period of such absence, by virtue of such absence alone, to have terminated employment with the Optionee (whether vested Company or unvested) shall immediately be forfeiteda Subsidiary except as the Committee may otherwise expressly provide.

Vesting. Subject The Shares that are granted hereby are subject to the Optionee’s continued service relationship with Forfeiture Restrictions. The Forfeiture Restrictions will lapse as to the Company or its Subsidiaries through the vesting date (except Shares that are awarded hereby as otherwise provided in this Section 4), 4(a) through (f) below. (a) The Forfeiture Restrictions will lapse as to the entire Option shall become non-forfeitable (when Shares that are awarded hereby on the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first third anniversary of the Grant Date]; providedDate (the “Third Anniversary”), however, that: provided that the Executive has remained employed by the Company throughout the three (a3) year period beginning on the entire Option shall immediately become a Vested Option Grant Date and shall become exercisable as of immediately prior to ending on the occurrence of a Change in Control; andThird Anniversary. (b) if a Termination Notwithstanding any other provision of Relationship occurs at any time this Agreement to the contrary, if, prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s deathThird Anniversary, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, and the entire Option shall immediately become a Vested Option Executive has remained employed by the Company throughout the period beginning on the Grant Date and shall become exercisable as of ending the time immediately prior to the occurrence effective time of such the Change in Control and such Vested Option shall remain outstanding pursuant then the Forfeiture Restrictions will lapse as to all of the Shares that are awarded hereby immediately prior to the provisions of Section 8(a) as if the Termination effective time of the Relationship occurred Change in Control. (c) Notwithstanding any other provision of this Agreement to the contrary, if, prior to the Third Anniversary, the Executive’s employment with the Company is terminated as a result of the Executive’s death or Disability the Forfeiture Restrictions will lapse as to a pro-rata portion of the Shares that are awarded hereby on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the OptioneeExecutive’s Termination of Relationship employment with the Company or any is so terminated equal to (i) the Shares multiplied by (ii) the number of its Subsidiaries full, complete calendar months from the Grant Date (including, the month that includes the Grant Date even though such month is not a full, complete calendar month) through the date on which the Executive’s employment with the Company is so terminated divided by (ii) 36. (d) If the Executive ceases to be employed by the Company for any reason before the lapse date set forth in Section 4(a) (and no portion of the Option that is a Change in Control has not a Vested Option as of such time shall become a Vested Option thereafter (i.e.previously occurred), the portion of Forfeiture Restrictions applicable to the Option that is Restricted Shares shall not a Vested Option lapse and all the Restricted Shares shall be forfeited immediately); providedto the Company and this Agreement shall terminate. (e) Upon the lapse of the Forfeiture Restrictions with respect to the Shares granted hereby the Company shall cause to be delivered to the Executive a stock certificate or electronic book entry representing such Shares, thatand such Shares shall be transferable by the Executive (except to the extent that any proposed transfer would, in the event opinion of counsel satisfactory to the Company, constitute a violation of applicable securities law). (f) If the Executive’s employment with the Company terminates for any reason before the Third Anniversary other than as provided in Section 4(b), (c) or (d) the Forfeiture Restrictions applicable to the Restricted Shares shall not lapse and all the Restricted Shares shall be forfeited to the Company and this Agreement shall terminate on the date that the Optionee experiences a Termination of Relationship for Cause, all Options then held by Executive’s employment with the Optionee (whether vested or unvested) shall immediately be forfeitedCompany terminates.

Vesting. Subject (a) Restricted Shares that are granted hereby shall be subject to the Optionee’s continued service relationship with Forfeiture Restrictions. All of the Company Forfeiture Restrictions shall lapse and the Restricted Shares shall vest as follows (it being understood that the number of Restricted Shares as to which all restrictions have lapsed -4- and which have vested in the Recipient at any time shall be the greatest of the number of vested Shares specified in subparagraph (i), (ii) or its Subsidiaries through the vesting date (except iii) below): i. Except as otherwise provided in this Section 4)herein, <<Vesting Terms>>. ii. In the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary event of death or Disability of the Grant Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control Recipient while serving as a result of (A) a termination Director and before all of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s deathRestricted Shares have vested, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as 100% of the date of such Termination of Relationship Restricted Shares shall vest and the Forfeiture Restrictions shall remain outstanding pursuant to the provisions of Section 8(a) lapse with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if such shares. iii. If a Change in Control occurs within 90 days following such Termination of Relationship, and the entire Option shall immediately become Recipient is serving as a Vested Option and shall become exercisable as of Director immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination Control, 100% of the Relationship occurred on Restricted Shares shall vest and the date of the Forfeiture Restrictions shall lapse with respect to such Restricted Shares immediately prior such Change in Control. . (b) Restricted Shares that do not become vested pursuant to Paragraph (a) above shall be forfeited and the Recipient shall cease to have any rights of a shareholder with respect to such forfeited Shares upon termination of the Recipient’s service as a Director. (c) Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for CauseRestricted Shares are forfeited, all Options then held such forfeited Shares will automatically, and without any action by the Optionee (whether vested or unvested) shall immediately parties hereto, be forfeitedcancelled on the records of the Company and any stock certificates issued representing such forfeited Shares will thereupon automatically be null and void.

Vesting. Subject Contrary to the Optionee’s continued service relationship with vesting dates set forth in the Company or its Subsidiaries through Offering Memorandum and the vesting date Partnership Agreement (except as otherwise provided in this Section 4it relates to Class O Interests), any Class O Interests acquired pursuant to this offering will vest one-third on December 31, [ ], an additional one-third on December 31, [ ] (for a total of two-thirds having vested as of such date, including the entire Option shall become nonamount vested on December 31, [ ]) and the final one-forfeitable third on December 31, [ ] (when for a total of 100% having vested as of such date, including the Option becomes non-forfeitableamounts vested on December 31, [ ] and December 31, [ ]) (each date, a “Vested OptionClass O Vesting Date” and together, the “Class O Vesting Dates”). Except in the case of Retirement (as described below), a departure from Xxxxxxx Xxxxx (or any successors thereto) and shall become exercisable for any reason (whether due to voluntary or involuntary termination of employment) prior to the applicable Class O Vesting Date will result in full on [the first anniversary automatic forfeiture, for no consideration, of the Grant Date]unvested portion of your Class O Interests. These vesting provisions will apply irrespective of involuntary termination (including due to downsizing) or death or adjudication of incompetence (i.e., vesting will not be accelerated for any reason). Notwithstanding the foregoing, if the Employment of an Executive Participant is terminated by Retirement, such Executive Participant’s Class O Interests will not be subject to forfeiture. Instead, such Interests that have not yet vested will vest according to the Class O Vesting Dates set forth above; provided, however, that: that such Executive Participant’s rights to any Class O Interest that become vested by virtue of Retirement will terminate and such Executive Participant will have no further rights in respect of that Class O Interest following such Executive Participant’s Association with a Covered Enterprise on or before the applicable Class O Vesting Date. Class O Interests will not be eligible for continued vesting as described in the preceding sentence if: (ai) the entire Option shall immediately become a Vested Option and shall become exercisable as such Executive Participant or Xxxxxxx Xxxxx gives notice of immediately termination, or such Executive Participant’s Employment terminates for any reason, prior to the occurrence date such Executive Participant would otherwise qualify for Retirement; (ii) such Executive Participant’s Employment terminates while Xxxxxxx Xxxxx is considering whether such Executive Participant engaged in conduct constituting Cause or after Xxxxxxx Xxxxx determines that such Executive Participant has engaged in conduct constituting Cause; or (iii) such Executive Participant has Breached an Obligation to the Firm. Xxxxxxx Xxxxx will determine, in its sole discretion, whether the Executive Participant meets the eligibility criteria for continued vesting described in this paragraph, and the Interests to which continued vesting may apply. The terms and conditions of a Change an investment in Controlthe Fund applicable to an Executive Participant’s Interests will remain in full force and effect; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a including, without limitation, provisions that provide for termination of some or all of an Executive Participant’s rights such as redemption, transfer and/or forfeiture of vested Class O Interests, as well as the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant Additional Conditions Applicable to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in ControlClass O Interests described below. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeited.[ ]

Vesting. Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except a) Except as otherwise provided in this Section 4)2(b) below, the entire Option Restricted Stock Units shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) vested and shall become exercisable in full nonforfeitable on [the first anniversary of the Grant Date (the “Vesting Date]; provided”), however, that: (a) so long as the entire Option shall immediately become a Vested Option and shall become exercisable Grantee continues to serve as the Chairman of immediately the Board through the Vesting Date. If the Grantee’s service on the Board or as the Chairman of the Board terminates prior to the occurrence Vesting Date and Section 2(b) does not apply or has not applied, or to the extent Section 2(b) cannot apply, then all unvested Restricted Stock Units at the date of a Change in Control; andsuch termination of service on the Board or as the Chairman of the Board shall be automatically forfeited to the Company and canceled. (b) Notwithstanding Section 2(a) above, to the extent the Restricted Stock Units have not previously terminated, been forfeited or become vested and nonforfeitable: (i) if a Termination of Relationship occurs at any time prior the Grantee ceases to a Change in Control serve as a result of (A) a termination the Chairman of the OptioneeBoard due to the Grantee’s service relationship 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 the 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 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 or its Subsidiaries without Cause or (Bin each case, a “Termination Event”), then a Pro-Rata Portion of the Restricted Stock Units (rounded to the nearest whole share) that would have become vested and nonforfeitable on the Optionee’s death, serious illness or Disability, (1) Vesting Date if the Option Grantee had remained the Chairman of the Board through such date shall become a Vested Option vested and shall become exercisable nonforfeitable as of the date last day of service in such Termination of Relationship Chairman position and all remaining Restricted Stock Units shall remain outstanding pursuant be automatically forfeited to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date Company and canceled; and (yiii) 100% of the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and unvested Restricted Stock Units shall become exercisable immediately vested and nonforfeitable so long as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to Grantee serves as the provisions of Section 8(a) as if the Termination Chairman of the Relationship occurred on Board up to the date of the Change in Control. Notwithstanding anything contained herein to . (c) For the contrarypurposes of this Agreement, except Disability shall have the meaning as otherwise provided in this under Section 4, the Option shall cease vesting as 409A(a)(2)(C)(i) of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedCode.

Vesting. Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except Except as otherwise provided in this Section 4)Agreement, the entire Option shall become non-forfeitable restrictions described in Section 2 of this Agreement will lapse at such times and on such dates (when the Option becomes non-forfeitableeach, a “Vested OptionVesting Date”) and shall become exercisable in full on [as are prescribed by the first anniversary terms of the Grant Date]grant; provided, howeverthat, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as Grantee is still employed or performing services for the Company on each such Vesting Date. In the event of immediately the Grantee’s termination of employment or service prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination date that all of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which Restricted Stock is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contraryvested, except as otherwise provided in this Section 4Agreement, all Restricted Stock still subject to restriction shall be forfeited. (a) If the Option shall cease vesting as Grantee’s termination of employment or service is due to death and such death occurs prior to the date that all of the Restricted Stock is vested, all restrictions will lapse with respect to 100% of the Restricted Stock still subject to restriction on the date of death. (b) If the OptioneeGrantee’s Termination termination of Relationship employment or service is due to Disability (as defined herein) or Retirement (as defined herein) and such Disability or Retirement, as the case may be, occurs prior to the date that all of the Restricted Stock is vested, the Grantee shall be treated, for purposes of this Agreement only, as if his/her employment or service continued with the Company until the date that all restrictions on the Restricted Stock have lapsed (the “Extension Period”) and such Restricted Stock will vest in accordance with the schedule set forth herein; provided, that, if the Grantee dies during the Extension Period and the Restricted Stock has not been forfeited in accordance with Section 4(b), all restrictions will lapse with respect to 100% of the Restricted Stock still subject to restriction on the date of death. “Disability” shall mean (i) if the Grantee’s employment with the Company is subject to the terms of an employment or other service agreement between such Grantee and the Company, which agreement includes a definition of “Disability”, the term “Disability” shall have the meaning set forth in such agreement during the period that such agreement remains in effect; and (ii) in all other cases, the term “Disability” shall mean a physical or mental infirmity which impairs the Grantee’s ability to perform substantially his or her duties for a period of one hundred eighty (180) consecutive days. “Retirement” shall mean the Grantee’s resignation from the Company on or after the date on which the sum of his/her (i) full years of age (measured as of his/her last birthday preceding the date of termination of employment or service) and (ii) full years of service with the Company (or any parent or subsidiary) measured from his date of its Subsidiaries for any reason and no portion of the Option that hire (or re-hire, if later), is not a Vested Option as of such time shall become a Vested Option thereafter equal at least seventy (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately70); provided, that, in the event that Grantee must have attained at least the Optionee experiences a Termination age of Relationship sixty (60) and completed at least five (5) full years of service with the Company (or any parent or subsidiary) prior to the date of his/her resignation. Any disputes relating to whether the Grantee is eligible for CauseRetirement under this Agreement, all Options then held including, without limitation, his years’ of service, shall be settled by the Optionee (whether vested or unvested) shall immediately be forfeitedCommittee in its sole discretion.

Vesting. Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the This award of Restricted Stock shall vest [vesting date (except as otherwise provided schedule varies by award]. The restrictions set forth in this Section 4), paragraph shall apply to Restricted Stock until the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant Restricted Stock vests. Subject to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationshipthis Restricted Stock Agreement, the entire Option grant of Restricted Stock may not be revoked. The Employee shall immediately become not have a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrarybeneficial ownership interest in, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries the rights and privileges of a stockholder as to, such Restricted Stock, including the right to receive dividends and the right to vote such Restricted Stock until such Restricted Stock vests in accordance with the terms of this Restricted Stock Agreement. An account established by the Company on behalf of the Employee shall be credited with the amount of all dividends that would have been paid on the shares of Restricted Stock if such shares were actually held by the Employee (“Dividend Equivalents”). Notwithstanding the foregoing, the Employee shall not be entitled to delivery of the stock certificate or Dividend Equivalents on the Restricted Stock until the shares have vested; the Restricted Stock may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of until vested; all of the unvested Restricted Stock shall be forfeited and all rights of the Employee to such unvested Restricted Stock shall terminate without further obligation on the part of the Company under the circumstances set forth in the next paragraph; and all unvested Restricted Stock shall vest under the circumstances set forth in the next paragraph. Any unvested portion of the award of Restricted Stock will become fully earned, vested and distributable in the event a Employee dies or becomes permanently and totally disabled. In order to earn and vest in the award of Restricted Stock, the Employee must at the time of vesting either (i) remain employed as an active, regular, full-time employee through the vesting date, (ii) have retired at age 55 or older; (iii) qualify for severance under the XXXXXX X. XXXXXXXXX & CO. XXXXXXXXX PAY PLAN, or (iv) have been terminated by the Company for any reason and no portion other than for cause. Termination “for cause” shall include a termination based on management’s determination that the Employee has: • Committed any dishonest or fraudulent act to the detriment of the Option that is not a Vested Option as Company; • Been convicted of such time shall become a Vested Option thereafter (i.e., any felony or crime involving moral turpitude; • Been insubordinate; • Failed to perform his or her duties to the portion expectation of management; • Violated any policy or procedure established by management; or • Lost any professional licenses required for the performance of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedEmployee’s duties.

Vesting. Subject (a) The RSUs granted to the OptioneeNon-Employee Director shall vest and payment in respect of such number of RSUs shall be made in accordance with Section 2(e) as to the percentage of the RSUs indicated on the dates specified below (each an “RSU Vesting Date”), provided that the Non-Employee Director has remained in the continuous service as a member of the Company’s continued service relationship with Board from the Company or its Subsidiaries Grant Date through the vesting date (and including each applicable RSU Vesting Date, except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”Sections 2(b) and shall become exercisable in full on [the first anniversary 2(c): Date Incremental Percentage ofAward Becoming Vested Grant Date 50% First Anniversary of the Grant Date]; provided, however, that: (a) Date 50% Any fractional RSUs resulting from the entire Option shall immediately become a Vested Option strict application of the incremental percentages set forth above will be disregarded and shall become exercisable as the actual number of immediately prior to RSUs becoming vested on any specific RSU Vesting Date will cover only the occurrence full number of a Change in Control; andRSUs determined by applying the relevant incremental percentage. (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination In the event that during the period of the OptioneeNon-Employee Director’s service relationship on the Board after the Grant Date: (i) the Non-Employee Director dies, or (ii) the Non-Employee Director incurs a disability (as determined by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or DisabilityBoard Committee), (1) the Option shall become a Vested Option and shall become exercisable such events are collectively referred to as of the date of such Termination of Relationship and shall remain “Acceleration Events”), then all outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option unvested RSUs shall immediately become a Vested Option vest and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting be payable as of the date of the Optionee’s Termination of Relationship with applicable Acceleration Event, subject to Section 2(d) below. (c) In the Company or any of its Subsidiaries for any reason and no portion event that during the period of the Option Non-Employee Director’s service on the Board after the Grant Date a Change in Control shall occur, then all outstanding unvested RSUs that have not been forfeited prior to the date of such Change in Control shall vest and be payable on the date of such Change in Control. (d) In the event that any calendar date on which vesting is purportedly scheduled pursuant to the terms of Sections 2(a), 2(b) or 2(c) above is not a Vested Option Business Day (as of such time shall become a Vested Option thereafter (i.e.defined below), the portion of vesting shall automatically be delayed until the Option first Business Day following that is not calendar date. “Business Day” means a Vested Option shall be forfeited immediately); provideddate on which commercial banks in New York, that, in the event that the Optionee experiences a Termination of Relationship New York are open for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedgeneral business.

Vesting. Subject to (a) The Award shall vest and become unrestricted at the Optionee’s continued service relationship rate of one-third of the Award per each vesting date, for the period commencing on the Grant Date and ending on July 1, 2008, provided that the Participant is continuously employed with the Company or its Subsidiaries through the each such vesting date for such Shares to vest, as shown immediately below (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable herein) (when the Option becomes non-forfeitable, each a “Vested OptionVesting Date”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided): July 1, however2006 23,333 July 1, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and2007 23,334 July 1, 2008 23,333 (b) if a Termination of Relationship occurs at any time prior to If the Company shall undergo a Change in Control (as a result of (Adefined in Section 10(a) a termination of the OptioneeParticipant’s service relationship Employment Agreement with the Company dated June 29, 2005 (the “Employment Agreement”)), any then-unvested Shares shall then vest and become unrestricted if and to the extent that then-unvested Awards of Restricted Stock or Restricted Stock Units granted to other senior executives of the Company become vested thereupon. (c) If the Participant’s employment with the Company is terminated (i) by the Company or its Subsidiaries without Cause (as defined in Section 7(c) of the Employment Agreement) or due to the Participant’s Disability (as defined in Section 7(a) of the Employment Agreement)), (ii) by the Participant for Good Reason (as defined in Section 7(e) of the Employment Agreement) or (Biii) due to the OptioneeParticipant’s death, serious illness or Disabilitythen any Shares of Restricted Stock unvested on the date of termination shall immediately fully vest and become unrestricted. (d) If the Participant’s employment with the Company terminates for any reason other than as provided in Section 2(c) hereof, (1) the Option shall become a Vested Option and shall become exercisable portion of the Award which is not vested as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option termination shall be forfeited immediately); provided, that, by the Participant and such portion shall be cancelled by the Company. The Participant irrevocably grants to the Company the power of attorney to transfer any unvested Shares forfeited to the Company and agrees to execute any document required by the Company in connection with such forfeiture and transfer. (e) Upon the event that the Optionee experiences a Termination vesting of Relationship for CauseShares of Restricted Stock pursuant to this Section 2, all Options then held by the Optionee (whether restrictions on such vested or unvested) Shares shall immediately be forfeitedlapse and such Shares shall become unrestricted and freely transferable.

Vesting. Subject Unless 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) of the Plan and subject to the Optioneelast paragraph of this Section 5, the Restricted Share Units shall become vested on the Vesting Date; provided that the Grantee continues to hold on the Vesting Date, in Grantee’s continued service relationship with name, all of the SHIP Shares received by Grantee from the Company or its Subsidiaries through under the vesting date Plan on ________, 20__ (except as otherwise provided in this Section 4the “SHIP Restriction”). On the Vesting Date, and upon the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary satisfaction of the Grant Date]; providedSHIP Restriction and any other applicable restrictions, howeverterms and conditions, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) RSU Dividend Equivalents with respect to the aggregate number of Option Shares subject Restricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the Optionextent that the Restricted Share Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing, multiplied by the Grantee will not vest, pursuant to this Section 5, in Restricted Share Units as to which the Grantee would otherwise vest as of a fractiongiven date if his or her Termination of Service or a breach of any applicable restrictions, (x) the numerator of which is equal terms or conditions with respect to the number of calendar days that have elapsed since such Restricted Share Units has occurred at any time after the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence Vesting Date (the vesting or forfeiture of such Change Restricted Share Units to be governed instead by Section 6). In addition, in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(aevent the Grantee is suspended (with or without compensation) as if the Termination of the Relationship occurred on the date of the Change or is otherwise not in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship good standing with the Company or any of its Subsidiaries for any reason and no portion Subsidiary as determined by the Company’s General Counsel due to an alleged violation of the Option that is not Company’s Code of Business Conduct, applicable law or other misconduct (a Vested Option as of such time shall become a Vested Option thereafter (i.e.“Suspension Event”), the portion Company has the right to suspend the vesting of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in Restricted Share Units until the event that day after the Optionee experiences a Termination of Relationship for Cause, all Options then held Company (as determined by the Optionee General Counsel or his/her designee) has determined (whether vested x) the suspension is lifted or unvested(y) shall immediately the Company determines lack of good standing has been cured (each, the “Recovery Date”). If the Suspension Event has occurred and prior to the Recovery Date, the Grantee dies, is disabled 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 (including due to retirement) or is terminated for cause prior to the Recovery Date then the unvested Restricted Share Units will be forfeitedterminated without any further vesting after the date of the Suspension Event, unless otherwise agreed by the Company.

Vesting. Subject A. The Participant shall have a nonforfeitable right to a portion of this Award (such portion, the Optionee’s continued service relationship with vested portion) only upon the Company or its Subsidiaries through the vesting date (dates described in this Section 2, except as otherwise provided herein or determined by the Committee in this Section 4), the entire Option its sole discretion. No portion of any Award shall become non-forfeitable (when vested on the Option becomes non-forfeitablevesting date unless the Participant is then, a “Vested Option”) and shall become exercisable in full on [the first anniversary of since the Grant Date]; providedDate has continuously been, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Subsidiaries without Cause or (B) the Optionee’s deathAffiliates for any reason, serious illness or Disability, (1) the Option shall become a Vested Option any then-outstanding and shall become exercisable as unvested portion of the date of such Termination of Relationship Award shall be automatically and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date immediately forfeited and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contraryterminated, except as otherwise provided in this Section 4Agreement and the Plan. B. This Award will become eligible to vest upon achievement of the Year PS revenue and earnings per share goals (“Performance Goals”), as adopted by the Option Compensation and Management Development Committee (the “CMDC”) on Date. The Performance Goals are specified in the Year Long-Term Incentive Program Overview for Executives (“LTI Overview”) which is incorporated in this document by reference. PSs that become eligible to vest are referred to as the “Eligible PSs.” In the event and to the extent that the Performance Goals are not satisfied, such Granted PSs shall cease vesting not become eligible to vest and shall be immediately forfeited. As specified in the Performance Goals, in the event and to the extent that the Performance Goals are exceeded, an additional number of PSs will become eligible to vest. In no event shall the number of Eligible PSs exceed 200% of the number of Granted PSs. Eligible PSs will become vested in the following installments (the “Vesting Period”): One-third of the Eligible PSs shall vest on the later of one year from the Grant Date or the date of CMDC determination of the degree to which the performance criteria set forth above have been satisfied; an additional one-third of the Eligible PSs shall vest on 2nd Vesting Date; and an additional one-third of the Eligible PSs shall vest on 3rd Vesting Date. C. Except as otherwise provided in the Plan, upon termination of the Participant’s employment with the Company and its Affiliates for any reason, any portion of this Award that is not then vested will immediately terminate, except as follows: (1) any portion of this Award held by the Participant immediately prior to the Participant’s termination of employment on account of death or Disability will, to the extent not vested previously, become fully vested upon the later of the date of death or Disability or determination of the OptioneeEligible PSs based on the performance criteria set forth above and CMDC approval, even if such determination occurs following the date of death or Disability; and (2) any portion of this Award held by the Participant immediately prior to the Participant’s Termination Retirement, to the extent not vested previously, will become fully vested upon the later of Relationship the date of Retirement or determination of the Eligible PSs based on the performance criteria set forth above and CMDC approval for fifty percent (50%) of the number of Eligible PSs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible PSs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Eligible PSs of this Award. For the avoidance of doubt, Retirement means the Participant’s termination from the Company and its Affiliates after reaching age 55 with ten (10) full years of service with the Company or its Affiliates, but not including any of termination For Cause or any termination for insufficient performance, as determined by the Company and its Subsidiaries for Affiliates. D. Notwithstanding anything herein to the contrary, any reason and no portion of this Award held by a Participant or a Participant’s permitted transferee immediately prior to the Option that is not a Vested Option as cessation of the Participant’s employment For Cause shall terminate at the commencement of business on the date of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedtermination.

Vesting. Subject to (a) An Award shall become Vested only upon the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (Vesting Dates described in this Section 3, except as otherwise provided herein or determined by the Company in this Section 4its sole discretion. No portion of any Award shall become Vested on the Vesting Date unless the Director is then, and since the Grant Date has continuously been, a Director of the Company. (b) Subject to subsections (c), the entire Option (d) and (e), below, an Award shall become non-forfeitable (when Vested based on the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary following schedule. First Anniversary of the Grant Date]; provided, however, that:Date 100% (ac) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to Upon the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option an Award shall become a Vested Option and shall become exercisable as of the date of 100% Vested, such Termination of Relationship and shall remain outstanding pursuant shares to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of be distributed immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of or coincident with the Change in Control. . (d) Notwithstanding anything contained herein to Section 3(b), if the contrary, except as otherwise provided in this service of the Director terminates by reason of death or disability (within the meaning of Section 422(e)(3) of the Internal Revenue Code), the Option shall cease vesting as length of the date of the OptioneeDirector’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option service shall be forfeited immediately)deemed to be six months longer than the actual length; provided, thathowever, that in no event shall such deemed time extension serve to increase the number of Vested shares to more than the number of shares of Common Stock as equals that number of Units which have been awarded hereunder. (e) Notwithstanding Section 3(b), in the event that the Optionee experiences Director has completed the full term of service as a Termination Director for which he or she was elected at an Annual Meeting of Relationship Stockholders of the Company, but is not standing for Causere-election to a subsequent term as a Director at the Annual Meeting of Stockholders of the Company at which he or she would otherwise have been re-elected (the “Retirement Meeting”), all Options then Award shares which are scheduled to vest subsequent to the Retirement Meeting but within the same fiscal quarter in which the Retirement Meeting is held shall become Vested shares as of the date immediately preceding such Retirement Meeting; provided, however, that in no event shall such deemed time extension serve to increase the number of Vested Shares to more than the number of shares of Common Stock as equals that number of Units which have been awarded hereunder. (f) In the event that the Director’s tenure as a member of the Company’s Board of Directors terminates prior to a Vesting Date for any reason other than as set forth in this Section 3, including without limitation termination by the Optionee (whether vested Company or unvested) shall immediately the Company Group, any portion of the Award that has not then become Vested will be forfeitedforfeited automatically.

Vesting. Subject to The RSUs ultimately earned by the OptioneeEmployee will vest on the first trading day in April of the third year after the grant date (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s continued service relationship retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the Company or its Subsidiaries through amount of the vesting date (except as otherwise provided in this Section 4)resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the entire Option shall become non-forfeitable RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (when but in any event within 70 days) upon the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary occurrence of any of the Grant Date]; provided, however, thatfollowing events: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; andEmployee’s death; (b) if a Termination of Relationship occurs at any time prior to the Employee's Disability; (c) a Change in Control as a result of (A) a termination of under which the Optionee’s service relationship by successor corporation does not assume the Company or its Subsidiaries without Cause or (B) Awards that remain outstanding under the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable Plan as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the effective date of the Change in Control. Notwithstanding anything contained herein , provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the contraryExpiration Date of the Employee’s Award, except as otherwise provided in this Section 41(c) shall not be applicable and, as such, the Option Employee’s Award shall cease vesting not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the OptioneeChange in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; or (d) an involuntary Termination of Relationship Employment of the Employee's employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs. For purposes of determining the amount of the resulting award in such an event, it will be assumed that the Company achieved “target” performance on each of the performance measures, resulting in the payment of 100% of the target award amount of this grant. All RSUs will be forfeited upon termination of the Employee's employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company upon or any after attaining age 62 and 5 Years of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedService.

Vesting. Subject A. The Participant shall have a nonforfeitable right to a portion of the Optionee’s continued service relationship with Award (such portion, the Company or its Subsidiaries through vested portion) only upon the vesting date (dates described on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in this Section 4), the entire Option its sole discretion. No portion of any Award shall become non-forfeitable (when vested on the Option becomes non-forfeitablevesting date unless the Participant is then, a “Vested Option”) and shall become exercisable in full on [the first anniversary of since the Grant Date]; providedDate has continuously been, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Subsidiaries without Cause or (B) the Optionee’s deathAffiliates for any reason, serious illness or Disability, (1) the Option shall become a Vested Option any then-outstanding and shall become exercisable as unvested portion of the date of such Termination of Relationship Award shall be automatically and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date immediately forfeited and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contraryterminated, except as otherwise provided in this Section 4Agreement and the Plan. B. The Award will become eligible to vest upon achievement of the PU goals (“Performance Goals”), as adopted by the Option Compensation and Management Development Committee (the “CMDC”) in February of the year in which the Award was granted and communicated. The calculation of the number of PUs that will vest is specified in the Long-Term Incentive Program Overview for Executives for the year in which the Award is granted (“LTI Overview”) which is also found on your Fidelity stock plan account. PUs that become eligible to vest are referred to as the “Eligible PUs.” In the event and to the extent that the Performance Goals are not satisfied, such Granted PUs shall cease vesting not become eligible to vest and shall be immediately forfeited. As specified in the Performance Goals, in the event and to the extent that the Performance Goals are exceeded, an additional number of PUs will become eligible to vest. In no event shall the number of Eligible PUs exceed 200% of the number of Granted PUs. Eligible PUs will become vested in the following installments (the “Vesting Period”): One-third of the Eligible PUs shall vest on the later of one year from the Grant Date or the date of CMDC determination of the degree to which the performance criteria set forth above have been satisfied (the “Initial Vesting Date”) ; an additional one-third of the Eligible PUs shall vest on the first anniversary of the Initial Vesting Date; and an additional one-third of the Eligible PUs shall vest on the second anniversary of the Initial Vesting Date. C. Except as otherwise provided in the Plan, upon termination of the Participant’s employment with the Company and its Affiliates for any reason, any portion of the Award that is not then vested will immediately terminate, except as follows: (1) any portion of the Award held by the Participant immediately prior to the Participant’s termination of employment on account of death or Disability will, to the extent not vested previously, become fully vested upon the later of the date of death or Disability or determination of the OptioneeEligible PUs based on the performance criteria set forth above and CMDC approval, even if such determination occurs following the date of death or Disability; and (2) any portion of the Award held by the Participant immediately prior to the Participant’s Termination Retirement, to the extent not vested previously, will become fully vested upon the later of Relationship the date of Retirement or determination of the Eligible PUs based on the performance criteria set forth above and CMDC approval for fifty percent (50%) of the number of Eligible PUs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible PUs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Eligible PUs of the Award. For the avoidance of doubt, Retirement means the Participant’s termination from the Company and its Affiliates after reaching age 55 with ten (10) full years of service with the Company or its Affiliates, but not including any of termination For Cause or any termination for insufficient performance, as determined by the Company and its Subsidiaries for Affiliates. D. Notwithstanding anything herein to the contrary, any reason and no portion of the Option that is not Award held by a Vested Option as Participant or a Participant’s permitted transferee immediately prior to the cessation of the Participant’s employment For Cause shall terminate at the commencement of business on the date of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedtermination.

Vesting. Subject Except as provided in Sections 2(b) and 2(c) below and to the Optioneeextent 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 (as defined below) and certification of performance by the Committee, but no later than March 15, 2027 (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 continued service relationship 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 beginning on January 1, 2024 and ending on December 31, 2026 (the “Performance Period”) as certified by the Committee following the end of the Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date of Issuance shall be determined as set forth on Appendix A. The number of Units vesting and the number of 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 Period is less than or equal to zero, as provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to reduction in accordance with section 12 below. With respect to any Units that have vested on the Company Date of Issuance, the Shares related thereto shall be issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the award, as provided in Section 6 below. All Units, including your rights thereto and to the underlying Shares, which do not vest on or its Subsidiaries through before the vesting date (except Date of Issuance, as otherwise provided in this Section 4)2, the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option be forfeited as of such time shall become a Vested Option thereafter Date of Issuance (i.e., to the portion of the Option that is extent not a Vested Option shall be previously forfeited immediatelyas provided herein); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeited.

Vesting. Subject a. Except as otherwise expressly provided in Section 4.b hereof, subject to Participant’s continued employment or service through each applicable vesting date, (i) 20% of the RSUs (the “Initial Tranche”) shall vest on the earlier to occur of (A) one hundred and eighty (180) days after the pricing of an underwritten public offering of the Common Stock that occurs following the Effective Date and (B) two (2) business days after the first day that the Common Stock becomes listed on a nationally recognized securities exchange through a direct listing that does not occur in conjunction with an underwritten public offering (as applicable, the “Initial Vesting Date”), and (ii) an additional 20% of the RSUs shall vest on each of the first four (4) anniversaries of the date of grant. b. Notwithstanding anything to the Optioneecontrary contained in Section 4.a hereof, upon a Participant’s continued service relationship with Qualifying Termination, (i) 100% of the Company unvested RSUs shall vest, if such Qualifying Termination occurs on or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [before the first anniversary of the Grant Date]date of grant; (ii) 50% of the unvested RSUs shall vest, if such Qualifying Termination occurs after the first anniversary and on or before the second anniversary of the date of grant; and (iii) 25% of the unvested RSUs shall vest, if such Qualifying Termination occurs after the second anniversary and on or before the third anniversary of the date of grant; provided, howeverthat if a Participant undergoes a Qualifying Termination or is terminated due to death or Disability, that:in each case, prior to the Initial Vesting Date, the Initial Tranche shall vest on the date of such termination. (a) c. Notwithstanding anything to the entire Option contrary contained in Section 4.a hereof, 100% of the RSUs shall immediately become a Vested Option and shall become exercisable as of vest immediately prior to the occurrence consummation of a Change in Control; and. (b) if a Termination d. Subject to Section 4.b hereof, vesting shall cease immediately upon termination of Relationship occurs at Participant’s employment or service for any time reason, and any portion of the RSUs that has not vested on or prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option termination shall be forfeited immediately); providedon such date. Once vesting has occurred, that, the vested portion will be settled at the time specified in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedSection 6 hereof.

Vesting. Subject to During the Optionee’s continued period of time that the Grantee remains in the continuous service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; providedCompany, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested vest according to the following schedule: • Equal monthly vesting over 12 months THIS AGREEMENT SHALL BE VOID IF IT HAS NOT BEEN EXECUTED AND RETURNED TO THE COMPANY WITHIN 30 DAYS AFTER THE DATE OF GRANT. THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES UNDERLYING THIS OPTION AGREEMENT MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SUCH SALE, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION SHALL HAVE BEEN REGISTERED UNDER SAID ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR UNTIL THE COMPANY SHALL HAVE RECEIVED A LEGAL OPINION SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY, THAT SUCH SALE, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION. GXXXXXX XXXXXX AGREES THAT ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL EXERCISABLE BY THE COMPANY AND ITS ASSIGNS. THE TERMS OF SUCH RIGHTS ARE SPECIFIED IN THE PLAN. This Stock Option and shall become exercisable Award Agreement (this "Agreement") is made as of the date of such Termination grant on the cover page hereof (the "Date of Relationship Grant") by and shall remain outstanding pursuant to between MAIA Biotechnology, Inc., a Delaware corporation (the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365"Company"), and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred recipient named on the date of cover page hereto (the Change in Control"Grantee"). Notwithstanding anything contained Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, them in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedPlan.

Vesting. Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4), the entire a) The Option shall will become non-forfeitable and exercisable on the vesting dates (when the Option becomes non-forfeitable, a “Vested OptionVesting Dates”) and shall become exercisable in full on [the first anniversary of proportions described below, provided that the Grant Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior Participant continuously provides services to the occurrence of a Change in Control; andCompany or an Affiliate until the applicable Vesting Date. (b) if a Termination of Relationship occurs at any time If the Participant’s employment with the Company and its Affiliates terminates prior to a Change Vesting Date for any reason, except as described in Control as a result of (ASection 3(c) a termination below, any unvested portion of the OptioneeOption shall automatically be forfeited and canceled, and the Participant shall immediately forfeit without any consideration any rights to the Option Shares subject to such unvested portion. (c) If, within two (2) years following a Change of Control, the Participant’s service relationship employment with the Company and its Affiliates is terminated by the Company or its Subsidiaries an Affiliate without Cause or (B) by the Optionee’s deathParticipant for Good Reason, serious illness or Disability, (1) then that portion of the Option that would have vested on the next Vesting Date to occur shall become a Vested Option vested and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting nonforfeitable as of the date of the OptioneeParticipant’s Termination termination of Relationship employment. For purposes of this agreement, Good Reason shall mean the occurrence of one or more of the following without the Participant’s consent, other than on account of mental or physical disability: (i) a material reduction of the Participant's base salary (base salary effective March 2, 2020), if such reduction is not related to either individual or corporate performance; (ii) a material, adverse change to the Participant's current title; (iii) a material change in the geographic location at which the Participant must regularly perform services for the Company (which, for purposes of this agreement, means a change in Participant's principal place of employment by 50 or more miles, provided that such relocation materially increases the time of the Participant's commute. The Participant must provide written notice of termination for Good Reason to the Company within thirty (30) days after the event constituting Good Reason. The Company shall have a period of thirty (30) days in which it may correct the act or failure to act that constitutes the grounds for Good Reason as set forth in the Participant's notice of termination. If the Company does not correct the act or failure to act, the Participant may terminate his employment for Good Reason not later than (30) days following the end of the Company's thirty (30)-day cure period. (d) If the Participant’s employment with the Company and its Affiliates is involuntarily terminated without Cause, or the Participant resigns for Good Reason, any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as would have vested during the 60 days following termination of such time shall become a Vested Option thereafter (i.e.employment, will be immediately vested upon the portion date of the Option that is not a Vested Option shall be forfeited immediately)Participant’s termination of employment; provided, that, however that any Option Shares acquired pursuant to the Option vesting in accordance with Section 2(c) may not be transferred until the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedspecified Vesting Date.

Vesting. Subject to (a) An Award or any portion thereof that is Earned shall become Vested only upon the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (Vesting Date, except as otherwise specifically provided in this Section 4). To the extent that, on the entire Option Vesting Date, all or any portion of an Award is not Earned, such Award or the portion thereof that is not then Earned shall not become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full be forfeited automatically. Except as otherwise specifically provided herein, no Award or any portion thereof shall Vest on [the first anniversary Vesting Date unless the Employee is then, and since the Grant Date has continuously been, employed by a member of the Grant Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; andCompany Group. (b) if a Termination of Relationship occurs at any time In the event that the Employee’s employment terminates prior to a Change in Control as a result of (A) a termination the Vesting Date on account of the OptioneeEmployee’s service relationship (1) death, (2) Disability, (3) Retirement, (4) termination by the Company or its Subsidiaries without Cause Cause, or (B5) termination by the Optionee’s deathEmployee with Good Reason, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as then that portion of the date of such Termination of Relationship and Award that is then Earned shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a be Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of termination and that portion of the Change in Control. Notwithstanding anything contained herein Award that is not then Earned shall not become Vested and shall be forfeited automatically. (c) In the event that the Employee’s employment terminates prior to the contraryVesting Date for Cause or the Employee terminates employment prior to the Vesting Date for any reason other than a reason set forth in Section 4(b) of this Agreement, then the entire Award shall not become Vested and shall be forfeited automatically, whether or not Earned. (d) In the event of a Covered Transaction, except as otherwise provided in this Section 4subsection (d), that portion of the Award that is then Earned shall become Vested and that portion of the Award that is not then Earned shall not be Vested and shall be forfeited automatically unless the Committee determines, in its sole discretion, to accelerate the vesting of all or any portion of the Awards that are not then Vested. (1) If, in connection with the occurrence of a Covered Transaction prior to the Vesting Date, the Option shall cease vesting as of Committee determines that the Total Shareholder Return from the date of the Optionee’s Termination IPO through the date of Relationship with the Company or any Covered Transaction based on the transaction price per share produces a compound annual growth rate of its Subsidiaries for any reason and no at least percent, then a portion of the Option Award shall become Earned and Vested upon the occurrence of the Covered Transaction equal to the percentage of the Award described in Section 3(a) that is not would have been Earned had the Total Shareholder Return Requirement been satisfied on the most recent Determination Date prior to the occurrence of the Covered Transaction. (2) If, in connection with the occurrence of a Vested Option Covered Transaction prior to the Vesting Date, the Committee determines that Total Shareholder Return based on the transaction price per share exceeds the Total Shareholder Return Requirement as of such time shall become a Vested Option thereafter (i.e., any subsequent Determination Date that would otherwise have occurred following the portion date of the Option Covered Transaction, then the Employee will be deemed to have Earned and become Vested in that is not a Vested Option shall be forfeited immediatelypercentage of the Award that would have been Earned as though such subsequent Determination Date occurred immediately prior to the Covered Transaction and Total Shareholder Return were determined as set forth in this clause (2); provided, that. (3) By way of example, in the event that in connection with a Covered Transaction occurring between the Optionee experiences second and third Determination Date it is determined that the Total Shareholder return is % since the IPO and that the Total Shareholder Requirement had been met for the first Determination Date but not the second Determination Date, then (x) by operation of clause (1) above an additional 25% of the Award would be Earned and Vested such that a Termination total of Relationship for Cause, all Options then held 50% of the Award would be Earned and Vested before application of clause (2) above and (y) by operation of clause (2) above another 25% of the Optionee (whether vested or unvested) shall immediately Award would be forfeitedEarned and Vested such that 75% of the Award would be Earned and Vested at the date of the Covered Transaction.

Vesting. Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and The Initial Grant awarded under Section 1 shall become exercisable vested and nonforfeitable in accordance with the following schedule so long as Participant remains in service as a Non-Employee Director of immediately prior to the occurrence Company (or any of a Change in Control; andits Subsidiaries). (1) On , 331/3% of the Initial Grant shall become fully vested and nonforfeitable. (2) On , 331/3% of the Initial Grant shall become fully vested and nonforfeitable. (3) On , the balance of the Initial Grant shall become fully vested and nonforfeitable. (b) if a Termination of Relationship occurs at any time prior to a Change The Regular Grant awarded under Section 1 shall become vested and nonforfeitable in Control accordance with the following schedule so long as Participant remains in service as a result of (A) a termination Non-Employee Director of the Optionee’s service relationship by the Company (or any of its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, Subsidiaries). (1) On , 100% of the Option Regular Grant shall become fully vested and nonforfeitable. (c) If Participant ceases to be a Vested Option and shall become exercisable as Non-Employee Director of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion other than death, disability within the meaning of Section 22(e)(3) of the Option that is not a Vested Option Internal Revenue Code of 1986, as of such amended ("Disability"), or retirement from the Board as defined from time shall become a Vested Option thereafter (i.e., to time in the portion section entitled "Rotation of the Option that is Directors" of the Company's Corporate Governance Guidelines ("Retirement"), all Restricted Stock Units to the extent not yet vested under subsections (a) and (b) on the date Participant ceases to be a Vested Option Non-Employee Director shall be forfeited immediatelyby Participant without payment of any consideration to Participant therefor. (d) If Participant's service as a Non-Employee Director of the Company (or any of its Subsidiaries) terminates by reason of death, Disability or Retirement, or if the Company is subject to a Change in Control (as defined below) while Participant is a Non-Employee Director of the Company (or any of its Subsidiaries); provided, thatParticipant's interest in all Restricted Stock Units awarded hereunder shall become fully vested and nonforfeitable as of the date of death, Disability, Retirement or Change in Control. (e) The Committee may, in its sole discretion, accelerate the event that vesting of the Optionee experiences Regular Grant on a Termination pro rata basis if Participant does not stand for re-election as a member of Relationship for Causethe Board of Directors of the Company and its Subsidiaries, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedeffective upon termination of such service.

Vesting. Subject (a) Except as may be accelerated as set forth in the Plan or as set forth below, and except as may be accelerated as set forth in any employment or consulting agreement between the Participant and the Corporation or an Affiliated Entity, the RSUs shall vest in three equal portions, on the first, second and third anniversaries of the Award Date (the “Vest Date”) if the Participant is continuously employed by the Corporation or an Affiliated Entity through such vesting date. (b) Upon the Participant’s Termination due to death or Disability (as defined below), to the Optioneeextent not previously forfeited, the RSUs shall be fully vested. (c) Upon the Participant’s continued service relationship Termination due to Retirement (as defined below), to the extent not previously forfeited, the RSUs shall vest on the date of Termination in an amount equal to the product of (i) the number of days beginning with the Company or Award Date or, if applicable, the prior Vest Date (in the case of a Termination due to Retirement after the first Vest Date) and ending with the date of the Participant’s Termination due to Retirement divided by 365 times (ii) the number of RSUs that are scheduled to vest on the next Vest Date. Any RSUs which do not vest in accordance with the formula shall be forfeited. The Participant shall not be entitled to receive any Dividend Equivalents on forfeited RSUs. (d) Upon a Change in Control, the Compensation Committee of the Board of Directors of the Corporation (the “Committee”) may elect, in its Subsidiaries through sole discretion, to accelerate the vesting date of some or all of the RSUs in accordance with the terms of the Plan. No provision of this Agreement shall require the Committee to accelerate such vesting upon a Change in Control or any other event. (e) To the extent any RSUs have not vested upon the Participant’s Termination for any reason other than death, Disability or Retirement, those RSUs shall be immediately forfeited upon such Termination, except as may be otherwise provided in this Section 45(e), below. The Participant shall not be entitled to receive any Dividend Equivalents on forfeited RSUs, whether such forfeiture is immediate or as set forth below. If an employment or consulting agreement provides for some degree of accelerated vesting conditioned on the entire Option shall become nonParticipant signing a release, separation agreement or other post-forfeitable (when Termination conduct, the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary forfeiture of the Grant Date]unvested portion of the RSUs will be held in abeyance until the period for signing the release or separation agreement (and not rescinding it) or such other post-Termination conduct expires, at which point a determination will be made by the Corporation or an Affiliated Entity as to whether the requirements for accelerated vesting have been met. If the criteria for accelerated vesting have been met, in the sole discretion of the Corporation or the Affiliated Entity, the Conversion Date for that portion of the RSUs shall be 60 days after the date of the Participant’s Termination; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination Participant satisfies the Rule of Relationship for Cause75 at the time of such Termination, all Options then held by the Optionee (whether vested or unvested) Conversion Date shall immediately be forfeitedthe next regularly scheduled Vest Date.

Vesting. Subject The Options shall vest over a three (3) year period with 8/36ths of the Options vesting on the Grant Date and an additional 1/36th of the Options vesting on each subsequent monthly anniversary of the Grant Date (until such Options are fully vested); provided, that, the Executive is continuously Engaged (as defined below) by the Company during such vesting period. Notwithstanding the foregoing sentence, (A) if the Executive is Engaged by the Company immediately prior to the Optionee’s continued service relationship consummation of a Change of Control (as defined below), all unvested Options shall immediately vest upon consummation of such Change of Control or (B) if (i) Executive is requested, in writing, by the Company to resign from the Board in connection with the Company becoming a public company (provided that Executive has not previously voluntarily terminated his employment with the Company prior to the Expiration Date or its Subsidiaries through been terminated for Cause) or (ii) Executive is not re-elected to serve on the Board after the Expiration Date (provided that Executive has not previously voluntarily terminated his employment with the Company prior to the Expiration Date or been terminated for Cause), then all unvested Options shall immediately vest upon such resignation from, or failure to re-elect Executive to, the Board. At such time as the Executive ceases to be Engaged by the Company, all unvested Options shall cease to be subject to the aforementioned vesting date schedule (and the accelerated vesting schedule set forth in Section 3(c)(4)) and, except as set forth in clause (B) of the immediately preceding sentence, shall be forfeited by the Executive. At such time as the Executive ceases to be Engaged by the Company, any vested Options shall remain exercisable for a period of ninety (90) days after such date, except in the case of a termination of Executive’s employment for Cause (as defined in Section 4(c)(ii)), in which event any vested and unexercised Options shall immediately be forfeited and canceled upon the Executive’s termination for Cause. Except as otherwise provided in this Section 43(c)(1), at such time as the entire Option shall become non-forfeitable (when Executive ceases to be Engaged by the Option becomes non-forfeitableCompany, a “Vested Option”) any and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, that: (a) the entire Option all unvested Options shall immediately become a Vested Option be forfeited and canceled. For purposes of this Agreement, the Executive shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship be considered “Engaged” by the Company or its Subsidiaries without Cause during any time in which he is (i) employed by the Company, (ii) engaged as consultant to the Company, or (Biii) the Optionee’s death, serious illness or Disability, (1) the Option shall become serving as a Vested Option and shall become exercisable as member of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedBoard.

Vesting. Subject (a) The Class F Holders and Parentco agree that, as of the Closing, 371,518 of the shares of Parentco Common Stock issuable to the Optionee’s continued service relationship Class F Holders in connection with the Company or its Subsidiaries through Mergers (the “Additional Shares”) shall become subject to the vesting date (except as otherwise provided and forfeiture provisions set forth in this Section 43 (pro rata based on each Class F Holder’s relative ownership of Parentco Common Stock (“Pro Rata Share”), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and). (b) if a Termination The Additional Shares shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company shares or its Subsidiaries without Cause other like change or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) transaction with respect to Parentco Common Stock occurring on or after the aggregate number Closing. The Parties will take all necessary action so that (i) the Additional Shares shall appear as issued and outstanding on the balance sheet of Option Parentco and shall be legally outstanding under applicable state law but shall not be vested and shall be subject to forfeiture as described in this Agreement, (ii) all dividends paid on the Additional Shares shall be distributed to the Class F Holders during the Adjustment Period, and (iii) all voting rights in respect of such Additional Shares while they remain unvested shall be exercisable by or on behalf of the persons who would be entitled to receive such Additional Shares assuming the vesting of such Additional Shares pursuant to this Section 3. (c) If on the 90th calendar day following the Closing Date (the “Adjustment Date”), the Adjustment VWAP (as defined below) of the Parentco Common Stock is less than $10.00, then all or a portion of the unvested Additional Shares (together with any corresponding dividends) shall vest (and shall no longer be subject to forfeiture) based on their Pro Rata Share such that the product of (i) the vested Additional Shares, plus all other shares of Parentco Common Stock issued to the Class F Holders in the Mergers, multiplied by (ii) the Adjustment VWAP equals $8,668,750. Any Additional Shares that do not vest in accordance with the previous sentence shall be forfeited to Parentco (together with the repayment of any corresponding dividends, if any, that have been received prior to the Adjustment Date) and shall be deemed to be transferred by the forfeiting holder to Parentco without any consideration and shall be cancelled by Parentco and cease to exist. For purposes of this Agreement, “Adjustment Period” means the period from the Closing Date through the day prior to the Adjustment Date, and “Adjustment VWAP” means, subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationshipsentence, the entire Option shall immediately become volume weighted average price of a Vested Option and shall become exercisable share of Parentco Common Stock, as of immediately reported on the NYSE, determined for the trailing twenty trading days ending on the day prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to Adjustment Date. Notwithstanding the provisions of Section 8(a) as foregoing, if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4Adjustment VWAP would be less than $7.00, the Option shall cease vesting as Adjustment VWAP will be deemed to be $7.00 for purposes of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter sub-clause (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvestedii) shall immediately be forfeitedabove.

Vesting. Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except a) The Restricted Shares shall vest as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, thatfollows: (ab) Notwithstanding the entire Option foregoing, the Restricted Shares shall immediately become a Vested Option vest as follows: (i) all Restricted Shares shall vest in the event of the death or Disability of the Key Employee; (ii) all Restricted Shares shall vest in the event that the Key Employee is discharged by the Trust without Cause as defined in the Plan and shall become exercisable at the time of such discharge, the individual holding the title of Chief Executive Officer of the Trust is not the same individual that holds the title of Chief Executive Officer of the Trust as of immediately prior to the date of this Agreement; and (iii) all Restricted 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; and. (bc) if a Termination As soon as reasonably practicable after the vesting of Relationship occurs at all or any time prior to a Change in Control as a result of (A) a termination portion of the OptioneeRestricted Shares, the Trust shall notify Key Employee or the Key Employee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s deathlegal representative, serious illness or Disabilityas applicable, (1) the Option shall become a Vested Option and shall become exercisable as of the date amount of such Termination required withholding taxes due on the vesting of Relationship and all or a portion of Restricted Shares (“Tax Notice”). Key Employee or Key Employee’s legal representative, as applicable, shall remain outstanding pursuant tender to the provisions of Section 8(aTrust the amount specified in the Tax Notice within five (5) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar business days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on after the date of the Change Tax Notice, or such longer period of time as the Trust may designate. The Trust shall not be required to remove the restrictions on such Shares until such time as the Key Employee or the Key Employee’s legal representative, as applicable, shall have paid such tax withholding amount in Controlfull. Notwithstanding anything contained herein The Trust, at its sole discretion and on such terms and conditions determined by the 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 contraryTrust 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, except as otherwise provided in this Section 4applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Option shall cease vesting as of Trust may, in its sole discretion, satisfy such tax and withholding obligations by: (i) returning to the date of the Optionee’s Termination of Relationship with the Company Trust all or any of its Subsidiaries for any reason and no a portion of the Option that Shares 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, as applicable. The Trust is not a Vested Option authorized to pay over to the appropriate authority, all federal, state, county, city or other taxes as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested required pursuant to any law or unvested) shall immediately be forfeitedgovernmental regulation or ruling.

Vesting. Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4)terms, conditions, and limitations set forth herein, the entire Option Vesting Date for the Restricted Shares shall occur on [the third anniversary of the effective date of the grant set forth above (and on such date the Restricted Shares shall become non100% vested)], provided that the Grantee is a full-forfeitable time employee of CompuCredit (when or one of its subsidiaries) on the Option becomes nonapplicable date. [In addition, until the date set forth above, and provided that the Grantee is either on the Board of Directors of CompuCredit (or one of its subsidiaries) or a full-forfeitabletime employee of CompuCredit (or one of its subsidiaries) at the time of a “change in control,” any Restricted Shares that theretofore have not vested shall immediately vest upon a “change in control.” For these purposes, a “Vested Option”) and change in control” shall become exercisable in full on [mean the first anniversary acquisition of 50% or more of the Grant Date]; provided“beneficial ownership” of the voting equity securities of CompuCredit (on a fully diluted as-converted basis) by any person or “group” (with the terms “beneficial ownership” and “group” having the meaning given to them for purposes of Schedule 13D under the Securities Exchange Act of 1934) other than (i) Xxxxx X. Xxxxx, howeverIII, that: Xxxxx X. Xxxxx, their spouses, their descendants and the spouses of their descendants, (aii) trusts and other entities established generally for the entire Option benefit of Xxxxx X. Xxxxx, III, Xxxxx X. Xxxxx, their spouses, their descendants and the spouses of their descendants, and/or (iii) charitable trusts, foundations or similar entities established by any of the foregoing.] Notwithstanding the foregoing, any Restricted Shares that theretofore have not vested shall immediately become vest upon termination by CompuCredit (or its subsidiary) of Grantee’s employment other than for Cause or in the case of death or Disability of Grantee. A transfer of Grantee from CompuCredit to a Vested Option and subsidiary or vice versa shall become exercisable as not constitute a termination for these purposes. Upon vesting CompuCredit shall retain (or if it is not then holding the shares, receive) shares of immediately Common Stock having a Fair Market Value, at the time of vesting, equal to the Tax Withholding, unless prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior Vesting Date the Grantee has made arrangements satisfactory to a Change in Control as a result of (A) a termination CompuCredit regarding the payment of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedTax Withholding.

Vesting. Subject The Restricted Units shall vest and become “Vested Units” as and to the Optionee’s continued service relationship with extent provided for in this Section 3. (a) The Restricted Units granted hereunder shall become Vested Units as follows: 1/4th of the Company or its Subsidiaries through Restricted Units shall become Vested Units on [DATE] [ONE YEAR FROM THE VESTING COMMENCEMENT DATE] (the “Initial Vesting Date”), and 1/48th of the Restricted Units shall become Vested Units on each monthly anniversary of the Initial Vesting Date (i.e., beginning on [DATE] and ending on [DATE]), in each case so long as each such vesting date (is prior to the date of the termination of Grantee’s Service Relationship except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, that:3. (ab) the entire Option shall immediately become a Any Restricted Units granted hereunder that are not Vested Option and shall become exercisable as of Units immediately prior to the occurrence date of a Change Company Sale (as defined in Control; and (bthe LLC Agreement) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of Units upon the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares a Company Sale, subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following Grantee’s continued employment through such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in Section 3(g) hereof. (c) For purposes of this Section 43, “Cause” (A) shall mean with respect to any Person that is engaged under, or party to, a written employment, services or equity incentive agreement with the Option Company (or any Subsidiary) which includes a definition of “for cause” or “Cause”, shall cease vesting be as defined in such agreement and otherwise, (B) shall mean (i) the Grantee’s (A) plea of the date guilty or nolo contendere to, or indictment for, any felony or (B) conviction of the Optionee’s Termination of Relationship with a crime involving moral turpitude that has had or could reasonably be expected to have a material adverse effect on the Company or any of its Subsidiaries (collectively, the “Company Group”), (ii) the Grantee’s commitment of an act of fraud, embezzlement, misappropriation or breach of fiduciary duty against any member of the Company Group, (iii) the Grantee’s failure for any reason after ten (10) days written notice thereof to correct or cease any refusal or willful failure to comply with the lawful, reasonably appropriate requirement of the Company (or any Subsidiary), as communicated by the Chief Executive Officer of the Company or the Board in writing, (iv) the Grantee’s chronic absence from work other than for medical reasons, (v) the Grantee’s use of illegal drugs that has materially affected the performance of the Grantee’s duties, (vi) gross negligence or willful misconduct in the Grantee’s duties that has caused substantial injury to the Company (or any Subsidiary), or (vii) the Grantee’s breach of any material provision under this Award or any employment, independent contractor other agreement with respect to the Grantee’s Service Relationship, any agreement regarding confidentiality or assignment of intellectual rights to the Company (or any Subsidiary) in connection with such Service Relationship (each, a “Service Relationship Agreement”). For the avoidance of doubt, the occurrence of any event described in subsections (i) and no (ii) above shall be deemed to be incurable by the Grantee. (d) In the event that (i) the Grantee’s Service Relationship is terminated by the Company (or any Subsidiary) for Cause, or (ii) the Grantee violates the terms of this Award, the LLC Agreement or any other agreement governing his or her Service Relationship (any such event described in the foregoing clause (i) or (ii) hereof, a “Trigger Event”), then upon such event, (A) the Grantee shall automatically, and without any action being required on the part of the Company, forfeit that portion of the Option Restricted Units which are not at such time Vested Units and (B) for a period of four (4) months from the date of such Trigger Event, the Company shall have the option to purchase all or part of the Restricted Units that are Vested Units, at a price per Unit equal to $0.00. The Grantee hereby acknowledges that, inasmuch as the calculation of the actual damages that would be sustained by the Company as a result of a Trigger Event would be difficult, if not impossible, to ascertain, estimate or determine, the forfeiture and/or repurchase of the Restricted Units pursuant to this Section 3(d) shall constitute liquidated damages in a reasonable amount for the harm caused by such Trigger Event. The Grantee agrees that any such forfeiture and/or repurchase of the Restricted Units is compensation for damages and not a penalty. (e) In the event that the Grantee’s Service Relationship is terminated (i) due to the death or disability of the Grantee, (ii), by the Company (or any Subsidiary) without Cause or (iii) as a result of retirement or resignation of the Grantee for any reason whatsoever, then upon such event, (A) the Grantee shall automatically, and without any action being required on the part of the Company, forfeit that portion of the Restricted Units which are not at such time Vested Option Units (subject to Section 3(g) below in case of a termination in accordance with clause (i) hereof) and (B) for a period of four (4) months from the date of such event, the Company shall have the option to purchase all or part of the Restricted Units that are Vested Units, at a price per Unit equal to the Unit Fair Market Value of such Unit (as defined in the LLC Agreement) (the “Vested Unit Redemption Amount”). (f) If, within the three (3) month period following the termination of the Grantee’s Service Relationship in accordance with clause (i) or (ii) of Section 3(e) (the “Tail Period”), the Company consummates a Company Sale, then (i) any portion of the Restricted Units that, at the time of such termination, were not Vested Units and did not otherwise become Vested Units following or as a result of such termination shall automatically be deemed Vested Units effective as of such Company Sale, and the Grantee shall be entitled to receive consideration with respect to such Vested Units in connection with such Company Sale; and (ii) to the extent the Company previously exercised its repurchase right in accordance with this Section 3, the Company shall pay to the Grantee the difference, if any, between the repurchase price paid to the Grantee and the amount the Grantee would have received for his or her Vested Units upon the Company Sale if the Company had not exercised its repurchase right; provided, that if a Company Sale is not consummated within the applicable Tail Period, then any remaining Restricted Units that are not Vested Units (after giving effect to the Vesting Credit) shall be immediately forfeited at the end of such Tail Period. For the avoidance of doubt, the Annual Compounding of the Participation Threshold shall continue to apply to the extent the Restricted Units remain outstanding during any Tail Period. (g) Notwithstanding the foregoing, the repurchase rights in this Section 3 shall terminate on the earlier to occur of (i) a Company Sale or (ii) a Qualified Public Offering. If the Company elects to repurchase Vested Units from the Grantee pursuant to this Section 3, the Company shall deliver written notice of its election to the Grantee (a “Repurchase Notice”). The Repurchase Notice shall set forth the number of Vested Units to be repurchased from the Grantee, the aggregate consideration to be paid for such Vested Units, and the time and place for the closing of the transaction. The closing of the repurchase of the Vested Units pursuant to the Repurchase Notice shall take place on the date designated by the Company in the Repurchase Notice. The Company may pay for the Vested Units to be purchased pursuant to the Repurchase Notice, at its election, by (i) check or (ii) wire transfer of immediately available funds. Notwithstanding the foregoing, to the extent the Board of Directors determines in its reasonable discretion that the terms of any agreement evidencing any indebtedness of the Company or any of its Subsidiaries would prohibit the Company from paying the entire amount of any Vested Unit Redemption Amount in cash during the four (4) month period after the applicable termination event, the Company shall have the right, but not the obligation, to pay all or any portion of such Vested Unit Redemption Amount (but only to the extent so prohibited) by executing and delivering to the Grantee an unsecured promissory note issued by the Company for the Vested Unit Redemption Amount. Such note shall mature on the earlier to occur of (i) the third anniversary of the date of such note and (ii) a Liquidation Event (as defined in the LLC Agreement), the dissolution of the Company in accordance with Section 17.01 of the LLC Agreement or an initial Public Offering (as defined in the LLC Agreement). The principal amount of each such note shall be payable in equal annual installments, and the due date of the first installment shall be fixed by the Board of Directors no later than the first anniversary of the date of such note; provided, that to the extent the Board of Directors determines in its reasonable discretion that the terms of any agreement evidencing any indebtedness of the Company or any of its Subsidiaries would prohibit the Company from paying any installment (or any portion thereof) in cash on the original due date of such installment, such installment (or such portion thereof) shall be deferred and shall become a Vested Option thereafter (i.e., due and payable upon the portion due date of the Option that next installment or, if applicable, upon the maturity of the note. Interest shall accrue on the outstanding principal balance of any such note from the date of such note until the date such principal amount is not a Vested Option shall be forfeited immediatelyrepaid at an annually compounded rate per annum equal to the lesser of (A) The Wall Street Journal prime rate or (B) the maximum rate permissible under applicable Law (as defined in the LLC Agreement); provided, thatfurther, that in no event shall the event that rate of interest be lower than the Optionee experiences a Termination short-term Applicable Federal Rate, compounded semiannually, for the month in which the note is issued, and such interest shall be payable to the Grantee annually starting on the due date of Relationship for Causethe first installment. In connection with any such repurchase of Vested Units, the Company will be entitled to receive customary representations and warranties from the Grantee regarding the valid ownership of such Units, free of all Options then held liens and encumbrances (other than those arising under applicable securities Laws), and the Grantee’s authority, power and right to sell such Units without violating any other agreement. Any Vested Units repurchased by the Optionee (whether vested or unvested) Company under this Section 3 shall immediately be forfeiteddeemed canceled and available for future issuance pursuant to the LLC Agreement.

Vesting. Subject (a) Restricted Shares that are granted hereby shall be subject to the Optionee’s continued service relationship with Forfeiture Restrictions. All of the Company Forfeiture Restrictions shall lapse and the Restricted Shares shall vest as follows (it being understood that the number of Restricted Shares as to which all restrictions have lapsed and which have vested in the Recipient at any time shall be the greatest of the number of vested Shares specified in subparagraph (i), (ii) or its Subsidiaries through the vesting date (except iii) below): i. Except as otherwise provided in this Section 4)herein, <<Vesting Terms>>. ii. In the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary event of death or Disability of the Grant Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control Recipient while serving as a result of (A) a termination Director and before all of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s deathRestricted Shares have vested, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as 100% of the date of such Termination of Relationship Restricted Shares shall vest and the Forfeiture Restrictions shall remain outstanding pursuant to the provisions of Section 8(a) lapse with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if such shares. iii. If a Change in Control occurs within 90 days following such Termination of Relationship, and the entire Option shall immediately become Recipient is serving as a Vested Option and shall become exercisable as of Director immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination Control, 100% of the Relationship occurred on Restricted Shares shall vest and the date of the Forfeiture Restrictions shall lapse with respect to such Restricted Shares immediately prior such Change in Control. . (b) Restricted Shares that do not become vested pursuant to Paragraph (a) above shall be forfeited and the Recipient shall cease to have any rights of a shareholder with respect to such forfeited Shares upon termination of the Recipient’s service as a Director. (c) Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for CauseRestricted Shares are forfeited, all Options then held such forfeited Shares will automatically, and without any action by the Optionee (whether vested or unvested) shall immediately parties hereto, be forfeitedcancelled on the records of the Company and any stock certificates issued representing such forfeited Shares will thereupon automatically be null and void.

Vesting. Subject to The RSUs will vest on [Vest Date] (the Optionee“Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s continued service relationship with retirement from the Company upon or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4)after attaining age 62 and 5 Years of Service, the entire Option shall become non-forfeitable RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (when and, in any event, within 70 days thereafter). Notwithstanding the Option becomes non-forfeitableforegoing, a “Vested Option”the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) and shall become exercisable in full on [upon the first anniversary occurrence of any of the Grant Date]; provided, however, thatfollowing events: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; andEmployee’s death; (b) if a Termination of Relationship occurs at any time prior to the Employee’s Disability; (c) a Change in Control as a result of (A) a termination of under which the Optionee’s service relationship by successor corporation does not assume the Company or its Subsidiaries without Cause or (B) Awards that remain outstanding under the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable Plan as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the effective date of the Change in Control. Notwithstanding anything contained herein , provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the contraryExpiration Date of the Employee’s Award, except as otherwise provided in this Section 41(c) shall not be applicable and, as such, the Option Employee’s Award shall cease vesting not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the OptioneeChange in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Relationship Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. All RSUs will be forfeited upon termination of the Employee’s employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company upon or any after attaining age 62 and 5 Years of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedService.

Vesting. Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date ​ (except a) Except as otherwise provided in this Section 4)2(b) below, the entire Option Restricted Stock Units shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) vested and shall become exercisable in full nonforfeitable on [the first anniversary of the Grant Date (the “Vesting Date]; provided”), however, that: (a) so long as the entire Option shall immediately become Grantee continues to serve as a Vested Option member of the Board through the Vesting Date and shall become exercisable as of immediately prior to the occurrence of a Change in Control; andRestricted Stock Units have not been previously forfeited. (b) Notwithstanding Section 2(a) above, but subject to Section 2(e) of this Agreement, to the extent the Restricted Stock Units have not been previously terminated, been forfeited or become vested and nonforfeitable (i) if the Grantee ceases to serve as a Termination member of Relationship occurs at any time the Board due to the Grantee’s death, Disability (as defined below) or voluntary departure from the Board other than a voluntary departure as contemplated under Section 2(e) of this Agreement, then 100% of the Restricted Stock Units that would have become vested and nonforfeitable on the Vesting Date if the Grantee had remained a member of the Board through such date will become vested and nonforfeitable upon such death, Disability or voluntary departure from the Board; and (ii) 100% of the unvested Restricted Stock Units shall become immediately vested and nonforfeitable immediately prior to a Change in Control so long as the Grantee serves as a result of (A) a termination member of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant Board up to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein ​ ​ (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 contrary, except as otherwise provided Grantee only if an event relating to the Change in this Section 4, the Option shall cease vesting as Control constitutes a change in ownership or effective control of the date of the Optionee’s Termination of Relationship with the Company or any a change in the ownership of its Subsidiaries for any reason and no a substantial portion of the Option that is assets of the Company within the meaning of Treas. Reg. Section 1.409A-3(i)(5). ​ (e) Notwithstanding any other provision of this Agreement, if at the Company’s annual meeting of shareholders to be held on [date of applicable annual meeting] the Grantee does not receive at least a Vested Option as majority of such time shall become votes cast in favor of the Grantee’s re-election to the Company’s Board (a Vested Option thereafter (i.e.“Re-Election Failure”), the portion of the Option that is not a Vested Option Restricted Stock Units shall be forfeited immediately)immediately upon the acceptance by the Board of the Grantee’s resignation from the Board as a result of such Re-Election Failure; provided, thathowever, in that no such forfeiture shall occur as a result of a Re-Election Failure if the event that Board determines to reject the Optionee experiences Grantee’s resignation from the Board as a Termination result of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeited.Re-Election Failure. ​

Vesting. Subject Unless 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) of the Plan and subject to the Optioneelast paragraph of this Section 5, the Restricted Share Units shall become vested on the Vesting Date; provided that the Grantee continues to hold on the Vesting Date, in Grantee’s continued service relationship with name, all of the SHIP Shares received by Grantee from the Company or its Subsidiaries through under the vesting date Plan on March 15, 2019 (except as otherwise provided in this Section 4the “SHIP Restriction”). On the Vesting Date, and upon the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary satisfaction of the Grant Date]; providedSHIP Restriction and any other applicable restrictions, howeverterms and conditions, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) RSU Dividend Equivalents with respect to the aggregate number of Option Shares subject Restricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the Optionextent that the Restricted Share Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing, multiplied by the Grantee will not vest, pursuant to this Section 5, in Restricted Share Units as to which the Grantee would otherwise vest as of a fractiongiven date if his or her Termination of Service or a breach of any applicable restrictions, (x) the numerator of which is equal terms or conditions with respect to the number of calendar days that have elapsed since such Restricted Share Units has occurred at any time after the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence Vesting Date (the vesting or forfeiture of such Change Restricted Share Units to be governed instead by Section 6). In addition, in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(aevent the Grantee is suspended (with or without compensation) as if the Termination of the Relationship occurred on the date of the Change or is otherwise not in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship good standing with the Company or any of its Subsidiaries for any reason and no portion Subsidiary as determined by the Company’s General Counsel due to an alleged violation of the Option that is not Company’s Code of Business Conduct, applicable law or other misconduct (a Vested Option as of such time shall become a Vested Option thereafter (i.e.“Suspension Event”), the portion Company has the right to suspend the vesting of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in Restricted Share Units until the event that day after the Optionee experiences a Termination of Relationship for Cause, all Options then held Company (as determined by the Optionee General Counsel or his/her designee) has determined (whether vested x) the suspension is lifted or unvested(y) shall immediately the Company determines lack of good standing has been cured (each, the “Recovery Date”). If the Suspension Event has occurred and prior to the Recovery Date, the Grantee dies, is disabled 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 (including due to retirement) or is terminated for cause prior to the Recovery Date then the unvested Restricted Share Units will be forfeitedterminated without any further vesting after the date of the Suspension Event, unless otherwise agreed by the Company.

Vesting. Subject a. The RSUs that are granted hereby shall be subject to the OptioneeForfeiture Restrictions during the Period of Restriction. The Forfeiture Restrictions shall lapse as to the RSUs that are awarded hereby in accordance with the following schedule, provided that the Participant’s continued service relationship employment with the Company or and its Subsidiaries through the vesting date (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately subsidiaries has not terminated prior to the occurrence of a Change in Control; andapplicable lapse date: (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination b. Upon the lapse of the Optionee’s service relationship Forfeiture Restrictions with respect to the RSUs granted hereby the Company shall cause to be delivered to the Participant a stock certificate representing the Shares, and such Shares shall be transferable by the Participant (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). c. If the Participant ceases to be employed by the Company or its Subsidiaries without Cause an Affiliate for any reason before the applicable lapse date including due to the death or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as Disability of the date of such Termination of Relationship and shall remain outstanding pursuant Participant, the Forfeiture Restrictions then applicable to the provisions of Section 8(a) with respect to RSUs shall not lapse and all the aggregate number of Option Shares RSUs then subject to the Option, multiplied by a fraction, (x) the numerator of which is equal Forfeiture Restrictions shall be forfeited to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred Company on the date of the Change in ControlParticipant ceases to be employed by the Company or an Affiliate. Notwithstanding anything contained herein If the Participant breaches, before the applicable lapse date, any non-competition, confidentiality, restrictive covenant or other similar agreement with the Company to which the Participant is subject, the Forfeiture Restrictions then applicable to the contrary, except as otherwise provided in RSUs shall not lapse and all the RSUs then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date the Participant breaches such agreement or covenant. d. Notwithstanding the foregoing provisions of this Section 4, if a Corporate Change (as defined by the Option shall cease vesting as of Plan) occurs and the date of the OptioneeParticipant’s Termination of Relationship with employment is terminated by the Company or any an Affiliate without Cause or by the Participant for Good Reason, and the Participant’s date of its Subsidiaries for any reason and no portion termination occurs (or in the case of the Option that is not a Vested Option as Participant’s termination of such time shall become a Vested Option thereafter (i.e.employment for Good Reason, the portion of event giving rise to Good Reason occurs) within twelve (12) months following the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for CauseCorporate Change, all Options then held by unvested RSUs shall automatically become 100% vested on the Optionee (whether vested or unvested) shall immediately be forfeitedParticipant’s ‘s date of termination.

Vesting. Subject The Options will vest and become exercisable with respect to twenty-five percent (25%) of the Optionee’s continued service relationship with Options subject to each of the Company or its Subsidiaries through Tranche 1 Options, Tranche 2 Options and Tranche 3 Options, on each of the vesting date first four anniversaries of the Grant Date (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitableeach, a “Vested OptionVesting Date”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided), however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior subject to the occurrence of a Change in Control; and (b) Grantee’s continued Employment on each applicable Vesting Date.[Notwithstanding the foregoing, if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) the Grantee incurs a termination of the Optionee’s service relationship Employment by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries or Affiliates without Cause (other than as a result of death or Disability), any then-unvested Options that are scheduled to vest within 12 months following the date on which the Grantee is notified in writing of such termination by the Company or any of its Subsidiaries or Affiliates (the “Notification Date”) will remain outstanding and continue to vest on the applicable Vesting Date next following the Notification Date as if the Grantee had remained Employed through such Vesting Date. For the avoidance of doubt, the foregoing provision shall apply without duplication of benefits for any period of the Grantee’s service following the Notification Date and prior to the Termination Date (as defined below), including any contractual notice period or any period of “garden leave” or similar period mandated under employment or other laws in the jurisdiction where the Grantee is employed or otherwise rendering services or the terms of the Grantee’s employment or service agreement, if any.]For purposes of the Options, the Grantee’s Employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any) (the “Termination Date”). Unless otherwise expressly provided in this Award Agreement or the Plan or determined by the Company, (i) the Grantee’s right to vest in any unvested Options will be immediately forfeited without any consideration or payment therefor as of the Termination Date, (ii) the period, if any, during which the Grantee may exercise the Options after the Termination Date will commence on such date, and (iii) the Termination Date will not be extended by any notice period (e.g., the Grantee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment or other laws in the jurisdiction where the Grantee is employed or otherwise rendering services or the terms of the Grantee’s employment or service agreement, if any). The Committee shall have the exclusive discretion to determine when the Grantee is no portion longer actively providing services for purposes of the Option that is not grant (including whether the Grantee may still be considered to be providing services while on a Vested Option as leave of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediatelyabsence); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeited.. ​

Vesting. Subject to Unless otherwise set forth in an agreement between the Optionee’s continued service relationship with Participant and the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, thatCompany: (a) Except as set forth in subsections (b) and (c) below, the entire Option shall immediately become a Vested Option and Restricted Stock shall become exercisable vested and cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan) as of immediately follows if the Participant has both met the goals set out in Appendix 1 and has been continuously in service with the Company until such date: Vesting Date Percentage Vested XXX 100% There shall be no proportionate or partial vesting in the periods prior to the occurrence applicable vesting dates and all vesting shall occur only on the appropriate vesting date. (b) Upon the death or Disability of the Participant, 100% of any shares of Restricted Stock that are unvested at the time of such Termination shall become vested and cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan). Any remaining unvested shares of Restricted Stock shall be forfeited. (c) In the event of a Change in Control, the Restricted Stock shall be treated in accordance with Section 11 of the Plan (including, without limitation, the vesting provisions set forth in Section 11.3); and (b) if a Termination of Relationship occurs at any time provided that, immediately prior to a the Change in Control, the Committee may determine that the Restricted Stock Award will not be continued, assumed or have new rights substituted therefor in accordance with Section 11.1 of the Plan, and immediately prior to the Change in Control, the Restricted Stock shall become fully vested and cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan). If the Change in Control occurs before the Issue Date (as a result of defined in Appendix 1), the Committee may, but shall have no obligation to, determine that (A) a termination if any performance condition (set forth on Appendix 1) likely would have been achieved at or above the performance target on the Issue Date, then the Committee may provide that such performance condition be deemed achieved at the target level for purposes of determining the Optionee’s service relationship by number of shares of Restricted Stock earned under Appendix 1 to this Agreement on the Company or its Subsidiaries without Cause Issue Date, or (B) the Optionee’s death, serious illness or Disability, if any performance condition (set forth on Appendix 1) likely would have been achieved below the Option shall become a Vested Option and shall become exercisable as performance target level on the Issue Date, then the Committee may provide for the immediate cancellation of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedRestricted Stock award.

Vesting. (a) Subject to the Optionee’s continued service relationship limitations of this Agreement, the RSUs shall vest and become payable according to the following schedule, with respect to the Company or its Subsidiaries through number of RSUs shown in the schedule on the vesting date (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested OptionVesting Date”) and shall become exercisable in full on [the first anniversary applicable to such number of the Grant Date]; provided, however, that: RSUs (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; andeach an “Installment”): (b) An Installment shall not vest and become payable on the otherwise applicable Vesting Date if a the Participant’s Date of Termination occurs on or before such Vesting Date. Notwithstanding the foregoing provisions of Relationship this Section 3 and Article VII of the Plan to the contrary, the RSUs shall vest (to the extent not vested previously) as follows (and become payable on the Vesting Date applicable to such Installment, except as otherwise set forth below): (i) If the Participant’s Date of Termination occurs at any time by reason of the Participant’s death, Disability, or Retirement, prior to a Change in Control, and such Date of Termination falls other than on a Vesting Date, the RSUs that are scheduled to vest on the first Vesting Date occurring after such Date of Termination shall vest upon such Date of Termination on a pro rata basis for such interim period based upon the number of completed 30-day periods subsequent to the most recent vesting date (or the Grant Date, if there is no previous vesting date) and prior to the Date of Termination relative to the number of 30-day periods between the most recent vesting date (or the Grant Date if there is no previous Vesting Date) and the first Vesting Date occurring after such Date of Termination. (ii) Upon consummation of a Change in Control as a result of (A) a termination if no provision is made for the continuance, assumption or substitution of the Optionee’s service relationship RSUs by the Company or its Subsidiaries without Cause a successor employer or either of their parents or subsidiaries in connection with the Change in Control, all of the RSUs shall vest in full as of the Change in Control provided the Participant’s Date of Termination does not occur prior to the Change in Control. (iii) If provision is made for the continuance, assumption or substitution of the RSUs by the Company or a successor employer or either of their parents or subsidiaries in connection with the Change in Control and (A) on or following a Change in Control Participant’s Date of Termination occurs by reason of the Participant’s death, Disability, or Retirement or (B) the Optionee’s death, serious illness on or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and within two (2) if years following a Change in Control the Participant’s Date of Termination occurs within 90 days following by reason of termination by the Company without Good Cause or by the Participant for Good Reason, then the RSUs shall become fully vested upon such Date of Termination. (c) RSUs that are not fully vested upon the Participant’s Date of Termination of Relationship, other than to the entire Option extent specified in Section 3(b) shall immediately not become a Vested Option vested and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting be forfeited without any payment therefor as of the date Participant’s Date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedTermination.

Vesting. Subject (a) Except as provided in Section 2(e) of this Agreement, the PSU-OM Award shall vest following a three-year performance period consisting of the Company’s fiscal years 20xx, 20xx and 20xx, and shall be subject to the OptioneeParticipant’s continued service relationship employment with the Company on the Vesting Date (as defined below), and the attainment of one or more performance goals established by the Committee, in its Subsidiaries through sole discretion. With respect to the grant of the PSU-OM Award, Participant shall be eligible to vest in a percentage of PSUs as follows: Threshold xx% xx% Target xx% xx% Maximum xx% or more xx% PSU-OM Award vesting date (except shall be interpolated for performance between xx% and xx% of target goal(s) and 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 42(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 entire Option Vesting Date shall become non-forfeitable (when be immediately forfeited by the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary Participant without payment of the Grant Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; andany consideration. (b) if a Termination 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 Relationship occurs 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 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 PSUs 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 1/3 of the PSUs that would have otherwise vested had service continued through the Vesting Date, with such PSUs vesting on that date subject to the achievement of the applicable performance goals. All PSUs that do not vest in accordance with the preceding sentence shall be forfeited and cancelled automatically at any the time prior 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 a Change vest in Control as a result all PSUs that would have otherwise vested had service continued through the Vesting Date, with such PSUs vesting on that date subject to the achievement of the applicable performance goals. (Af) a For purposes of this Agreement, “Retirement” shall mean Participant’s termination of the Optionee’s 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 relationship by as an employee of the Company or its Subsidiaries without Cause an Affiliate; or (Bb) Participant has attained age 65. Notwithstanding the Optionee’s deathforegoing, serious illness or Disabilityif the Company determines, (1) in its sole discretion, that Participant has violated any of the Option Obligations in Appendix A to this Agreement, the Participant shall become a Vested Option not be deemed to be eligible for Retirement and all PSUs that have not been settled shall become exercisable be forfeited effective as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedviolation first occurred.

Vesting. Subject to the Optioneeterms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3, For example, pursuant to section 3, before the Vesting Start Date, (I) if the Recipient’s continued service relationship employment or engagement with the Company or its Subsidiaries through any Subsidiary is terminated by the vesting Recipient for any reason, or (II) if the Recipient retires, dies or becomes Disabled, the RSUs shall be forfeited in their entirety and no distribution or payment of any amount under such RSUs shall ever be made to the Recipient. the RSUs shall vest (that is, the Restricted Period with respect thereto shall terminate) pursuant to the Vesting Schedule; provided, however, that the unvested RSUs shall vest in full during the Vesting Period on the date, (a) immediately preceding the effective date of the Recipient’s Retirement as determined by the Committee in relation to the RSUs: either (except A) after reaching age 70 or (B) after reaching age 55 and having been employed or engaged by the Company or any Subsidiary for 15 years (provided that, if the Recipient retires after reaching age 56, for each year after age 55, the Recipient may work one year less for the Company or any Subsidiary, as otherwise applicable, and still be qualified for Retirement under this sub-section (B) For example, if the Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 10 years to be qualified for Retirement and receive the RSU Shares; and for example, if the Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 5 years to be qualified for Retirement and receive the RSU Shares.), (b) immediately preceding the Recipient’s death or the effective date of the Recipient’s Disability, or (c) immediately preceding the effective date of the termination of the Recipient’s employment or engagement with the Company or any Subsidiary by the Company or Subsidiary (which, whenever used in this Agreement, includes any such entity’s successor) without Cause, “Cause” means, in addition to any cause for termination as provided in this Section 4any other applicable written agreement between the Company, the applicable Subsidiary, or the acquirer or successor of the Company or Subsidiary, and the Recipient, (i) conviction of any felony, (ii) any material breach or violation by the Recipient of any agreement to which the Recipient and the Company or the Subsidiary that employs or engages the Recipient are parties or of any published policy or guideline of the Company, (iii) any act (other than retirement or other termination of employment or engagement) or omission to act by the Recipient which may have a material and adverse effect on the business of the Company or Subsidiary or on the Recipient’s ability to perform services for the Company or Subsidiary, including habitual insobriety or substance abuse or the commission of any crime, gross negligence, fraud or dishonesty with regard to the Company or Subsidiary, or (iv) any material misconduct or neglect of duties and responsibilities by the Recipient in connection with the business or affairs of the Company or Subsidiary; provided, however, that the Recipient first shall have received written notice, which shall specifically identify what the Company or Subsidiary believes constitutes Cause, and if the breach, act, omission, misconduct or neglect is capable of being cured, the Recipient shall have failed to cure after 15 days following such notice. or by the Recipient for a Good Reason, A “Good Reason” means the occurrence of any of the following events: (i) a material adverse change in the functions, duties or responsibilities of the Recipient’s position (other than a termination by the Company or Subsidiary) which would meaningfully reduce the level, importance or scope of such position (provided that, a change in the person, position and/or department to whom the Recipient is required to report shall not by itself constitute a material adverse change in the Recipient’s position), (ii) the entire Option shall become non-forfeitable relocation of the Company or Subsidiary office at which the Recipient is principally located immediately prior to a Sale Event (when the Option becomes non-forfeitable, a “Vested OptionOriginal Office”) and shall become exercisable in full on [the first anniversary to a new location outside of the Grant Date]metropolitan area of the Original Office or the failure to place the Recipient’s own office in the Original Office (or at the office to which such office is relocated which is within the metropolitan area of the Original Office), or (iii) a material reduction in the Recipient’s base salary and incentive compensation opportunity as in effect immediately prior to a Sale Event; provided, however, that: , within 90 days of the incident that provides the basis for a Good Reason termination, the Recipient shall have provided the Company or Subsidiary a written notice specifically identifying what the Recipient believes constitutes a Good Reason, and the Company or Subsidiary shall have failed to cure the adverse change, relocation or compensation reduction after 30 days following such notice. in either case only in connection with or within 24 months following a Sale Event. A “Sale Event” shall mean (ai) the entire Option shall immediately become sale or other disposition of all or substantially all of the assets of the Company or the Subsidiary that employs or engages the Recipient, including a Vested Option and shall become exercisable as majority or more of immediately prior all outstanding stock of the Subsidiary, on a consolidated basis to the occurrence of one or more unrelated persons or entities, (ii) a Change in Control; and , or (biii) if the sale or other transfer of outstanding Common Stock to one or more unrelated persons or entities (including by way of a Termination of Relationship occurs at any time prior to a Change merger, reorganization or consolidation in Control as a result of (A) a termination which the outstanding Common Stock are converted into or exchanged for securities of the Optionee’s service relationship by successor entity) where the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as stockholders of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the OptionCompany, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to such sale or other transfer, would not, immediately after such sale or transfer, beneficially own shares representing in the occurrence aggregate more than 50 percent of such Change 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 Control exchange for Common Stock shall be counted, and such Vested Option shall remain outstanding pursuant any voting shares of the acquirer or surviving entity (or its ultimate parent, if any) already owned by stockholders of the Company prior to the provisions of Section 8(a) as if transaction shall be disregarded. The Recipient explicitly acknowledges and agrees that the Termination granting or vesting of the Relationship occurred on RSUs as well as the date Recipient’s holding of the Change in Control. Notwithstanding anything contained herein RSU Shares shall be subject to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as all applicable policies and guidelines of the date of Company, including the OptioneeCompany’s Termination of Relationship with the Company or any of its Subsidiaries for any reason compensation recovery, stock ownership, and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e.hedging, the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedpledging and trading policies.

Vesting. Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except 2.1 Except as otherwise provided in this Section 4)herein, provided that the Grantee remains employed by the Company through the applicable vesting date, the entire Option shall become non-forfeitable Restricted Stock Units will vest in accordance with the following schedule (when the Option becomes non-forfeitableperiod during which restrictions apply, a the “Vested OptionRestricted Period”) and shall become exercisable in full on [): Vesting Date Number of Restricted Stock Units That Vest As of the first date hereof 20% of the Restricted Stock Units On each one year anniversary of the Grant Date]; providedIPO thereafter (each such year referred to as an “Anniversary Year”) An additional 20% of the Restricted Stock Units Executive Employment Agreement – B. Xxxxxx All Restricted Stock Units shall be fully vested as of [DATE]1. Once vested, however, that: (a) the entire Option shall immediately Restricted Stock Units become a “Vested Option Units” and shall become exercisable be settled as of immediately prior to provided in Section 5 herein. 2.2 Notwithstanding Section 2.1, if the occurrence of a Change in Control; and Grantee's employment is terminated (bi) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries an Affiliate without Cause Just Cause, (ii) by the Grantee for Good Reason or (Biii) by the OptioneeCompany or Affiliate or Grantee on account of a non-renewal by the Company or an Affiliate of any successive term of Grantee’s deathemployment under Grantee’s Employment Agreement, serious illness Grantee shall be entitled to immediate forward vesting of an additional six (6) months of Restricted Stock Units from and after such date of termination or Disabilitynon-renewal, (1as if the vesting period for Grantee’s Restricted Stock Units had been set up for monthly and not annual vesting) the Option and such additional vested Restricted Stock Units shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Units. 2.3 Notwithstanding Section 8(a) with respect to the aggregate number of Option Shares subject to the Option2.1 or 2.2, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control (as defined in the Plan) occurs and the Grantee's employment is terminated by the Company or an Affiliate without Just Cause or by the Grantee for Good Reason, and the Grantee's date of termination occurs within 90 days twelve (12) months following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control Control, all unvested Restricted Stock Units shall automatically become 100% vested on the Grantee's date of termination and such become Vested Option shall remain outstanding pursuant to the provisions of Units. 2.4 Notwithstanding Section 8(a) as 2.1, if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the OptioneeGrantee’s Termination of Relationship employment with the Company or any an Affiliate terminates on account of its Subsidiaries the Grantee’s death or Disability, those Restricted Stock Units scheduled to vest during the Anniversary Year in which Grantee’s employment terminates shall vest proportionately based on the number of days during such Anniversary Year that Grantee was employed divided by three hundred and sixty (360) days and become Vested Units. 2.5 Except as set forth in Sections 2.2, 2.3 and 2.4, if the Grantee's employment with the Company or an Affiliate terminates for any reason and no portion other reason, including as a result of Grantee refusing to remain employed at the Option that is not a Vested Option as Company following any renewal of such Grantee’s Employment Agreement, at any time shall become a Vested Option thereafter (i.e.before all of his or her Restricted Stock Units have vested, the portion of the Option that is not a Vested Option Grantee's unvested Restricted Stock Units shall be automatically forfeited immediately); provided, that, in upon such termination of employment and neither the event Company nor any Affiliate shall have any further obligations to the Grantee with respect to such Restricted Stock Units that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedhave been so forfeited under this Agreement.

Vesting. Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, that: (a) Except as set forth in subsections (b) and (c) below, the entire Option shall immediately become a Vested Option and Restricted Stock shall become exercisable vested and cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan) as of immediately follows if the Participant has been continuously employed by the Company until such date: There shall be no proportionate or partial vesting in the periods prior to the occurrence applicable vesting dates and all vesting shall occur only on the appropriate vesting date. (b) Upon the death or Disability of the Participant, all unvested shares of the Restricted Stock shall become vested and cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan). (c) In the event of the Participant’s Termination due to a termination by the Company without Cause or the Participant’s resignation for Good Reason, the lesser of (i) [ ] shares of the Restricted Stock or (ii) all of the remaining unvested shares of Restricted Stock shall become vested and cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan). (d) In the event of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change , the Restricted Stock shall be treated in Control as a result of (A) a termination accordance with Section 12.1 of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or DisabilityPlan; provided that, (1i) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to Control, the provisions of Committee may determine that the Restricted Stock will not be continued, assumed or have new rights substituted therefor in accordance with Section 8(a12.1(a) as if the Termination of the Relationship occurred on the date of Plan, and immediately prior to the Change in Control. Notwithstanding anything contained herein , the Restricted Stock shall become fully vested and cease to be Restricted Stock (but shall remain subject to the contrary, except as otherwise provided in other terms of this Section 4, Agreement and the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason Plan) and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, ii) in the event that of the Optionee experiences a Participant’s Termination of Relationship for Cause, all Options then held by the Optionee Company without Cause within 24 months after such Change in Control, the Restricted Stock shall become fully vested and cease to be Restricted Stock (whether vested or unvestedbut shall remain subject to the other terms of this Agreement and the Plan). (e) Any shares of Restricted Stock that remain unvested at the time of the Participant’s Termination shall immediately be forfeited.

Vesting. Subject (a) The Option shall become, vested and exercisable with respect to ___% of the Optionee’s continued service relationship with Common Shares covered thereby on each January 1st of the Company or its Subsidiaries through years ____, ____, ____, ____ and ____. The foregoing notwithstanding, no portion of the vesting date (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, vested unless Purchaser has been a “Vested Option”) and shall become exercisable in full on [the first anniversary member of the Grant Date]Company's Board of Directors continuously from the date of this Stock Option Agreement until each respective date on which the Common Shares are scheduled to vest; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) that if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship such membership is terminated by the Company Company, with or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e.cause, the portion of the Option scheduled to vest in the period in which such termination occurs shall vest upon such termination. (b) Anything in this Agreement to the contrary notwithstanding, if the Company is acquired by a third party through an asset purchase, merger or sale of 80% (in value) or more of the outstanding equity securities of the Company (an "Acquisition"), all installments of the portion of the Option scheduled or eligible to vest in the calendar year in which the Acquisition is closed (and not previously repurchased by the Company pursuant to Section 3) plus the portion of the Option scheduled to vest in the next succeeding period shall vest immediately prior to the Acquisition closing date, and all further vesting shall thereupon cease. The Company will give the Purchaser at least five (5) days prior written notice (the "Acquisition Notice") of the closing of any Acquisition. Upon an Acquisition, the Company's board of directors may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the Acquisition Notice, that is not a Vested at some time prior to the effective date of such event this Option shall be forfeited immediately); providedexercisable as to all the shares covered hereby, thatnotwithstanding that this Option may not yet have become fully exercisable. Otherwise, in upon an Acquisition, the event that the Optionee experiences a Termination of Relationship for CauseOption, all Options then held by the Optionee (whether vested or unvestedunvested in whole or in part, shall expire and cease to be exercisable. (c) As used herein, "Termination of Membership" shall immediately be forfeitedmean the time when Purchaser no longer serves on the Company's Board of Directors for whatever reason whatsoever, with or without cause.

Vesting. Subject (a) The Unit Award shall become Vested on the basis of one Unit to one share of Common Stock only upon the Optionee’s continued service relationship with Vesting Dates and the Company or its Subsidiaries through satisfaction of the performance criteria, if any, as set forth in this Section 3, and the Dividend Equivalent Award shall become Vested only upon the vesting date (of the underlying Unit Award and only if a cash dividend has actually been declared and issued on the Common Stock on or after the Grant Date and on or before the Payment Date of the underlying Unit, in each case except as otherwise provided herein or determined by the Company in this Section 4its sole discretion. No portion of any Award shall become Vested on the Vesting Date unless the Director is then, and since the Grant Date has continuously been, a Director of the Company. (b) Subject to subsections (c), the entire Option (d) and (e), below, an Award shall become non-forfeitable (when Vested based on the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary following schedule. First Anniversary of the Grant Date]; provided, however, that:Date 25% Second Anniversary of Grant Date 25% Third Anniversary of Grant Date 25% Fourth Anniversary of Grant Date 25% (ac) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to Upon the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination , the length of the OptioneeDirector’s service relationship by shall be deemed to be twelve months longer than the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365actual length, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option Vested shares shall immediately become a Vested Option and shall become exercisable as of be distributed immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of or coincident with the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, thathowever, that in no event shall such deemed time extension serve to increase the number of Vested shares to more than the number of shares of Common Stock as equals that number of Units which have been awarded hereunder. (d) Notwithstanding Section 3(b), if the service of the Director terminates by reason of death or disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), the length of the Director’s service shall be deemed to be six months longer than the actual length; provided, however, that in no event shall such deemed time extension serve to increase the number of Vested shares to more than the number of shares of Common Stock as equals that number of Units which have been awarded hereunder. (e) Notwithstanding Section 3(b), in the event that the Optionee experiences Director has completed the full term of service as a Termination Director for which he or she was elected at an Annual Meeting of Relationship Stockholders of the Company, but is not standing for Causere-election to a subsequent term as a Director at the Annual Meeting of Stockholders of the Company at which he or she would otherwise have been re-elected (the “Retirement Meeting”), all Options then held any Award shares scheduled to vest on a date subsequent to the Retirement Meeting that is not later than the ninetieth (90th) day following the Retirement Meeting date shall become Vested shares as of the date immediately preceding such Retirement Meeting; provided, however, that in no event shall such deemed time extension serve to increase the number of Vested Shares to more than the number of shares of Common Stock equal to that number of Units which have been awarded under this Agreement. (f) In the event that the Director’s tenure as a member of the Company’s Board of Directors terminates prior to a Vesting Date for any reason other than as set forth in this Section 3, including without limitation termination by the Optionee (whether vested Company or unvested) shall immediately the Company Group, any portion of the Award that has not then become Vested will be forfeitedforfeited automatically.

Vesting. Subject (a) Except as provided in Section 3.3(b) below, the Restricted Stock shall become vested and cease to be Restricted Stock (but shall remain subject to the Optionee’s continued service relationship with other terms of this Agreement) on each of the following dates (each, a "Vesting Date") as follows if the Executive has been continuously employed by the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [until such date: On the first anniversary of the Grant Date]; provided, however, that: (a) Date 33.33% of the entire Option Shares On the second anniversary of the Grant Date 33.33% of the Shares On the third anniversary of the Grant Date 33.34% of the Shares There shall immediately become a Vested Option and shall become exercisable as of immediately be no proportionate or partial vesting in the periods prior to the occurrence of applicable Vesting Date and all vesting shall occur only on the appropriate Vesting Date, provided that, if the Executive's employment with the Company is terminated by the Company without Cause (as defined in the proposed employment agreement by and between the Executive and Integrated Technology USA, Inc. ("ITI") (the "Employment Agreement")) or if there is a Change in Control; andControl of the Company (as defined in Exhibit A hereto) prior to the Executive's termination of employment, then, subject to Section 3.3(b) below, any unvested shares of Restricted Stock shall immediately fully vest. When any Restricted Stock becomes vested, the Company shall promptly issue and deliver to the Executive a new stock certificate registered in the name of the Executive for such Shares without the legend set forth in Section 4(a) hereof and shall promptly deliver to the Executive any related RS Property. (b) if a Termination 118182 shares of Relationship occurs at any time prior Restricted Stock that would otherwise become vested on each Vesting Date pursuant to Section 3.3(a) above (the "Contingent Shares") shall not vest and shall not cease to be Restricted Stock hereunder unless the Company's Cumulative After-Tax Income Targets set forth on Exhibit B hereto (the "Targets") are attained in accordance with the terms and conditions set forth therein. The Contingent Shares shall only vest on the later of the attainment of (i) the applicable Targets or (ii) the appropriate Vesting Date (or upon a Change in Control or termination by the Company without Cause) in accordance with Section 3(a) above. In the event that only some of the Contingent Shares vest as a result of (A) a termination the attainment of the Optionee’s service relationship by Targets, the Company or its Subsidiaries without Cause or (B) amount shall be proportionately allocated to each Vesting Date. Upon the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as attainment of the date Targets (but solely to the extent of such Termination of Relationship and attainment), the Contingent Shares shall remain outstanding pursuant cease to the provisions of Section 8(a) with respect to the aggregate number of Option Shares be subject to the Optionrestrictions of this Section 3(b). When any Contingent Shares become fully vested in accordance with this Section 3(b) and Section 3(a) above, multiplied by a fraction, (x) the numerator of which is equal Company shall promptly issue and deliver to the number Executive a new stock certificate registered in the name of calendar days that have elapsed since the Grant Date and (yExecutive for such Shares without the legend in Section 4(a) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option hereof and shall become exercisable as of immediately prior promptly deliver to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or Executive any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedrelated RS Property.

Vesting. Subject Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Optionee’s continued service relationship with Plan, the Awarded Shares shall vest as follows: a. The Tranche A Shares shall vest as follows: i. of the total Tranche A Shares shall vest on , provided the Participant is employed by the Company or its Subsidiaries through a Subsidiary on that date. ii. of the vesting date total Tranche A Shares shall vest on , provided the Participant is employed by the Company or a Subsidiary on that date. iii. of the total Tranche A Shares shall vest on , provided the Participant is employed by the Company or a Subsidiary on that date. iv. of the total Tranche A Shares shall vest on , provided the Participant is employed by the Company or a Subsidiary on that date. b. The Tranche B Shares shall vest as follows: i. Fifty percent (except as otherwise provided in this Section 4), 50%) of the entire Option Tranche B Shares shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full vest on [the first anniversary date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by the Company or a Subsidiary on that date. ii. Fifty percent (50%) of the Grant Date]; providedTranche B Shares shall vest on the first date, howeverif any, that:that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by the Company or a Subsidiary on that date. (a) c. Notwithstanding the entire Option foregoing, if a Public Offering shall have been consummated, all Awarded Shares not previously vested shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change vested in Control; and (b) if full upon a Termination of Relationship occurs at any time prior to a Change in Control Service as a result of (A) the Participant’s death while performing his duties and responsibilities for the Company. If a termination Public Offering shall have been consummated, in the event the Participant’s death occurs other than while performing his duties and responsibilities for the Company, or in the event of a Termination of Service as a result of the OptioneeParticipant’s service relationship Total and Permanent Disability, a Termination of Service by the Participant for Good Reason (as defined in the Employment Agreement) or a Termination of Service by the Company or its Subsidiaries without Cause (as defined in the Employment Agreement), the Board may, in its sole discretion, accelerate the vesting of all or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as any portion of the date of such Termination of Relationship Awarded Shares not previously vested based on the Participant’s time and shall remain outstanding pursuant to performance and other factors, as the provisions of Section 8(a) with respect to Board may deem appropriate. In the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days event that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination in which the surviving entity, if any, does not assume the obligations of Relationshipthis Award, the entire Option shall immediately become a Vested Option and shall become exercisable as of then immediately prior to the occurrence effective date of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether Awarded Shares not previously vested or unvested) shall thereupon immediately be forfeitedbecome fully vested.

Vesting. Subject Except as provided in Sections 3(b) and 3(c) below and to the Optioneeextent 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 (as defined below) and certification of performance by the Committee, but no later than March 15, 2024 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s continued service relationship 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 beginning on January 1, 2021 and ending on December 31, 2023 (the “Performance Period”) as certified by the Committee following the end of the Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date of Issuance shall be determined as set forth on Appendix A. The number of Units vesting and the number of 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 Period is less than or equal to zero, as provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to reduction in accordance with section 12(b) below. With respect to any Units that have vested on the Company Date of Issuance, the Shares related thereto shall be issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the award as provided in Section 6 below. All Units, including your rights thereto and to the underlying Shares, which do not vest on or its Subsidiaries through before the vesting date (except Date of Issuance, as otherwise provided in this Section 4)3, the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option be forfeited as of such time shall become a Vested Option thereafter Date of Issuance (i.e., to the portion of the Option that is extent not a Vested Option shall be previously forfeited immediatelyas provided herein); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) Subject to the Optionee’s continued service relationship limitations of this Agreement, the RSUs shall vest according to the following schedule, with respect to the Company or its Subsidiaries through number of RSUs shown in the schedule on the vesting date (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested OptionVesting Date”) and shall become exercisable in full on applicable to such number of RSUs (each an “Installment”): [the first anniversary of the Grant Date___]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and% [INSERT DATE] [___]% [INSERT DATE] [___]% [INSERT DATE] (b) An Installment shall not vest on the otherwise applicable Vesting Date if a the Participant’s Date of Termination occurs on or before such Vesting Date. Notwithstanding the foregoing provisions of Relationship occurs at any time this Section 3 and Article VII of the Plan to the contrary, the RSUs shall vest (to the extent not vested previously) as follows: (i) If prior to a Change in Control the Participant’s Date of Termination occurs by reason of the Participant’s death, Disability, or Retirement, or termination by the Company without Good Cause, a pro rata number of RSUs will vest on the Date of Termination, subject to Section 3(b)(iv), calculated by (i) multiplying the number of RSUs scheduled to vest in the next Installment by a fraction, the (x) numerator of which is the number of days in the period starting on the most recent Vesting Date (or the Grant Date, if a Vesting Date has not yet occurred) and ending on the Date of Termination, and the (y) denominator of which is the number of days in the period starting on the most recent Vesting Date (or the Grant Date, if a Vesting Date has not yet occurred) and ending on the next Vesting Date. (ii) Upon consummation of a Change in Control if no provision is made for the continuance, assumption or substitution of the RSUs by the Company or a successor employer or either of their parents or subsidiaries in connection with the Change in Control, all of the RSUs shall vest in full as of the Change in Control provided the Participant’s Date of Termination does not occur prior to the Change in Control. (iii) If provision is made for the continuance, assumption or substitution of the RSUs by the Company or a result successor employer or either of their parents or subsidiaries in connection with the Change in Control and: a. on or following a Change in Control, Participant’s Date of Termination occurs by reason of the Participant’s death or Disability, then the RSUs shall become fully vested upon such Date of Termination, b. on or following a Change in Control, Participant meets the criteria for “Retirement” (Anotwithstanding that the Participant continues to be employed by the Company or a Subsidiary), then the RSUs shall become fully vested upon meeting such criteria, or c. on or within two (2) years following a Change in Control the Participant’s Date of Termination occurs by reason of termination by the Company without Good Cause or by the Participant for Good Reason, then the RSUs shall become fully vested upon such Date of Termination, subject to Section 3(b)(iv). (iv) No RSUs shall vest pursuant to Section 3(b)(i) or 3(b)(iii) upon a termination of the OptioneeParticipant’s service relationship employment without Good Cause or pursuant to Section 3(b)(iii) upon the Participant’s resignation for Good Reason, unless the Participant has executed a release of claims against the Company and its affiliates in the form prescribed by the Company or within the twenty-one (21) day period following the Date of Termination, and such release becomes irrevocable in accordance with its Subsidiaries without Cause or terms no later than the twenty-eighth (B28th) day following the OptioneeDate of Termination. (c) RSUs that are not fully vested upon the Participant’s death, serious illness or Disability, (1Date of Termination other than to the extent specified in Section 3(b) the Option shall not become a Vested Option vested and shall become exercisable be forfeited without any payment therefor as of the date Participant’s Date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedTermination.

Vesting. (a) Subject to the Optionee’s continued service relationship earlier vesting in accordance with the Company Sections 4 or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4)5 below, the entire Option shall Shares will become non-forfeitable (when vested on the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [later of the first third anniversary of the Grant Date]; provided, however, that: (a) grant date or the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to date on which the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination Committee certifies the attainment of the Optionee’s service relationship by Performance Goals (the Company or its Subsidiaries without Cause or (B“Vesting Date”) in accordance with the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option provisions of Section 3 below and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant subject to the provisions of Section 8(asubsections (b) with respect and (c) below. Prior to the aggregate number of Option Vesting Date, the Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option Award shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrarybe nontransferable and, except as otherwise provided in this Section 4herein, the Option shall cease vesting as be immediately forfeited upon Participant’s termination of the date of the Optionee’s Termination of Relationship employment with the Company or any of and its Subsidiaries for any reason and no portion Subsidiaries. Subject to the terms of the Option that is Plan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements. (b) In no event shall the number of Shares which vest on the Vesting Date exceed the number of Shares subject to the Award or the individual limits for Participants as set forth in the Plan. The payout of vested Shares may be reduced, but not a Vested Option as increased, based on the degree of attainment of such time 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 become be immediately forfeited. (c) The maximum number of Shares that may vest and be paid out on the Vesting Date pursuant to Section 3 of this Agreement shall be limited to a Vested Option thereafter fair market value on the Vesting Date not to exceed: (i.e.i) for each Participant (other than the 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 2016, 2017 and 2018), as determined by the Committee in accordance with the Plan. (ii) if Participant was the Chief Executive Officer of the Company on or after the Grant Date, the portion limit specified in subsection (i) above shall be one and one-half percent (1.5%) of the Option that is not a Vested Option Company’s total operating income for the Performance Period (calendar years 2016, 2017 and 2018), as determined by the Committee in accordance with the Plan. (iii) “Operating income” for purposes of clauses (i) and (ii) above shall be forfeited immediatelycalculated excluding the effect of changes in federal, state and local tax laws; restructuring charges; items of loss or expense determined to be extraordinary or unusual in nature or infrequent of occurrence or related to the disposal of a segment of a business or related to a change in accounting principle, all as determined by U.S. generally accepted accounting principles (“GAAP”); provideditems of loss or expense related to discontinued operations that do not qualify as a segment of a business under GAAP; any reduction in operating income attributable to the acquisition of business operations during the applicable fiscal year, thatas most accurately determined either at the time of the acquisition (through projections made at that time and accepted by the Committee), in the event that the Optionee experiences a Termination of Relationship for Causeor at year end; and foreign exchange gains or losses, all Options then held as determined by the Optionee (whether vested or unvested) shall immediately be forfeitedCommittee in its discretion.

Vesting. Subject to the Optionee’s continued service relationship The Option shall become vested in accordance with the Company or its Subsidiaries through the vesting date following: (except a) Except as otherwise provided in this Section 4)Stock Option Agreement, the entire Option shall become non-forfeitable be vested on the following dates (when each a “Vesting Date”) with respect to the aggregate percentage of the total shares of Common Stock subject thereto as follows, provided that the Optionee’s Termination Date has not occurred prior to the applicable Vesting Date: , 20 25% , 20 50% , 20 75% , 20 100% (b) If the Optionee’s Termination Date occurs for any reason prior to the Vesting Date, the Optionee shall have no rights under or with respect to the unvested portion of the Option becomes non-forfeitable, a “Vested Option”) and the Optionee shall become exercisable in full on [the first anniversary forfeit all rights under and with respect to such unvested portion of the Grant Option immediately upon the Termination Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (bi) if a the Optionee’s Termination of Relationship Date occurs at any time prior to a Change Vesting Date by reason of the Optionee’s death or by reason of the Optionee’s being Disabled, the Option, to the extent then outstanding, shall become fully vested and exercisable in Control its entirety as of the Optionee’s Termination Date; (ii) if the Optionee’s Termination Date occurs prior to a result Vesting Date other than as described in clause (iii) and by reason of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without for reasons other than for Cause or (B) termination by the Optionee for Good Reason, a pro rata portion of the outstanding Option (determined based on the period elapsed between the Date of Grant and the Termination Date) shall be vested and exercisable on the Optionee’s deathTermination Date and, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship Date, the Optionee shall forfeit and shall remain outstanding pursuant have no further rights to any other portion of the provisions Option; and (iii) if the Optionee’s Termination Date occurs prior to a Vesting Date by reason of Section 8(aa Qualifying Termination or within twelve (12) with respect to months following a Change of Control by reason of (A) termination by the aggregate number Company for reasons other than for Cause, or (B) termination by the Optionee for Good Reason, any unvested portion of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date extent then outstanding, shall be fully vested and (y) the denominator of which is equal to 365, and (2) if a Change exercisable in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable its entirety as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedDate.

Vesting. Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except a) The Restricted Shares shall vest as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, thatfollows: (ab) Notwithstanding the entire Option foregoing, the Restricted Shares shall immediately become a Vested Option vest as follows: (i) all Restricted Shares shall vest in the event of the death or Disability of the Key Employee; (ii) all Restricted Shares shall vest in the event that the Key Employee is discharged by the Trust without Cause as defined in the Plan and shall become exercisable at the time of such discharge, the individual holding the title of Chief Executive Officer of the Trust is not the same individual that holds the title of Chief Executive Officer of the Trust as of immediately prior to the date of this Agreement; and (iii) all Restricted 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; and. (bc) if a Termination As soon as reasonably practicable after the vesting of Relationship occurs at all or any time prior to a Change in Control as a result of (A) a termination portion of the Optionee’s service relationship by Restricted Shares, the Company Trust shall notify Key Employee or its Subsidiaries without Cause or (B) the Optionee’s deathKey Employee's legal representative, serious illness or Disabilityas applicable, (1) the Option shall become a Vested Option and shall become exercisable as of the date amount of such Termination required withholding taxes due on the vesting of Relationship and all or a portion of Restricted Shares (“Tax Notice”). Key Employee or Key Employee's legal representative, as applicable, shall remain outstanding pursuant tender to the provisions of Section 8(aTrust the amount specified in the Tax Notice within five (5) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar business days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on after the date of the Change Tax Notice, or such longer period of time as the Trust may designate. The Trust shall not be required to remove the restrictions on such Shares until such time as the Key Employee or the Key Employee's legal representative, as applicable, shall have paid such tax withholding amount in Controlfull. Notwithstanding anything contained herein The Trust, at its sole discretion and on such terms and conditions determined by the Trust from time to time, may permit the Key Employee or 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) the sale of all or a portion of such Shares resulting from this Agreement through the employer's broker or (ii) by returning to the contraryTrust 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, except as otherwise provided in this Section 4applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Option shall cease vesting as of Trust may, in its sole discretion, satisfy such tax and withholding obligations by: (i) returning to the date of the Optionee’s Termination of Relationship with the Company Trust all or any of its Subsidiaries for any reason and no a portion of the Option that Shares issued under this Agreement; or (ii) withholding the required amounts from other amounts due the Key Employee or Key Employee's legal representative, as applicable. The Trust is not a Vested Option authorized to pay over to the appropriate authority, all federal, state, county, city or other taxes as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested required pursuant to any law or unvested) shall immediately be forfeited.governmental regulation or ruling

Vesting. Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4)terms, conditions, and limitations set forth herein, the entire Option Vesting Date for the Restricted Shares shall occur on [the third anniversary of the effective date of the grant set forth above (and on such date the Restricted Shares shall become non100% vested)], provided that the Grantee is a full-forfeitable time employee of CompuCredit (when or one of its subsidiaries) on the Option becomes nonapplicable date. [In addition, until the date set forth above, and provided that the Grantee is either on the Board of Directors of CompuCredit (or one of its subsidiaries) or a full-forfeitabletime employee of CompuCredit (or one of its subsidiaries) at the time of a “change in control,” any Restricted Shares that theretofore have not vested shall immediately vest upon a “change in control.” For these purposes, a “Vested Option”) and change in control” shall become exercisable in full on [mean the first anniversary acquisition of 50% or more of the Grant Date]; provided“beneficial ownership” of the voting equity securities of CompuCredit (on a fully diluted as-converted basis) by any person or “group” (with the terms “beneficial ownership” and “group” having the meaning given to them for purposes of Schedule 13D under the Securities Exchange Act of 1934) other than (i) Xxxxx X. Xxxxx, howeverIII, that: Xxxxx X. Xxxxx, their spouses, their descendants and the spouses of their descendants, (aii) trusts and other entities established generally for the entire Option benefit of Xxxxx X. Xxxxx, III, Xxxxx X. Xxxxx, their spouses, their descendants and the spouses of their descendants, and/or (iii) charitable trusts, foundations or similar entities established by any of the foregoing.] Notwithstanding the foregoing, any Restricted Shares that theretofore have not vested shall immediately become a Vested Option and shall become exercisable as vest upon termination by CompuCredit (or its subsidiary) of immediately prior to Grantee’s employment other than for Cause or in the occurrence case of a Change in Control; and (b) if a Termination death or Disability of Relationship occurs at any time prior Grantee. A transfer of Grantee from CompuCredit to a Change in Control as a result of (A) subsidiary or vice versa shall not constitute a termination for these purposes. Upon vesting CompuCredit shall be entitled to retain (or if it is not then holding the shares, receive) shares of Common Stock having a Fair Market Value, at the time of vesting, equal to such amount as CompuCredit determines is required under applicable federal, state or local law to be withheld and paid over to governmental taxing authorities by reason of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date vesting of such Termination shares of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedCommon Stock.

Vesting. Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4)terms, conditions, and limitations set forth herein, the entire Option Vesting Date for the Restricted Stock Units shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full occur on [the first third anniversary of the Date of Grant (and on such date the Restricted Stock Units shall become 100% vested, earned and payable)], provided that the Grantee is a full-time employee of Atlanticus (or one of its Affiliates) from the Date of Grant through the applicable date. [In addition, until the Vesting Date]; provided, howeverand provided that the Grantee is a full-time employee of Atlanticus (or one of its Affiliates) at the time of a “Change in Control,” any Restricted Stock Units that theretofore have not become vested, that: (a) the entire Option earned and payable shall immediately become vested, earned and payable upon a Vested Option “Change in Control.”] Notwithstanding the foregoing, any Restricted Stock Units that theretofore have not become vested, earned and payable shall immediately become exercisable as vested, earned and payable upon termination by Atlanticus (or its Affiliates) of immediately Grantee’s employment other than for Cause or in the case of the death or Disability of Grantee while employed by Atlanticus (or one of its Affiliates). A transfer of Grantee from Atlanticus to a subsidiary or vice versa shall not constitute a termination for these purposes. Upon issuance of the shares of Common Stock, Atlanticus shall retain, and not issue, shares of Common Stock having a Fair Market Value, at the time of issuance, equal to the Tax Withholding, unless prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior Vesting Date the Grantee has made arrangements satisfactory to a Change in Control as a result of (A) a termination Atlanticus regarding the payment of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedTax Withholding.

Vesting. Subject to The RSUs ultimately earned by the OptioneeEmployee will vest on the first trading day in April of the third year after the grant date (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s continued service relationship retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the Company or its Subsidiaries through amount of the vesting date (except as otherwise provided in this Section 4)resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the entire Option shall become non-forfeitable RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (when but in any event within 70 days) upon the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary occurrence of any of the Grant Date]; provided, however, thatfollowing events: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; andEmployee’s death; (b) if a Termination of Relationship occurs at any time prior to the Employee's Disability; (c) a Change in Control as a result of (A) a termination of under which the Optionee’s service relationship by successor corporation does not assume the Company or its Subsidiaries without Cause or (B) Awards that remain outstanding under the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable Plan as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the effective date of the Change in Control. Notwithstanding anything contained herein , provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the contraryExpiration Date of the Employee’s Award, except as otherwise provided in this Section 41(c) shall not be applicable and, as such, the Option Employee’s Award shall cease vesting not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the OptioneeChange in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Relationship Employment of the Employee's employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, it will be assumed that the Company achieved “target” performance on each of the performance measures, resulting in the payment of 100% of the target award amount of this grant. All RSUs will be forfeited upon termination of the Employee's employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company upon or any after attaining age 62 and 5 Years of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedService.

Vesting. Subject to the OptioneeParticipant’s continued service relationship with the Company or its Subsidiaries through the vesting date (not having a Termination of Relationship and except as otherwise provided set forth in this Section 4)7 hereof, the entire Option Options shall become non-forfeitable and exercisable (when the Option becomes any Options that shall have become non-forfeitableforfeitable and exercisable pursuant to this Section 4, a the “Vested OptionOptions”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, thatas follows: (a) in such percentages as on such dates as set forth on the entire Option Certificate of Grant of this Award under “Vesting Schedule”; or (b) in the event of Participant’s Disability (a “Special Termination”), the installment of Options scheduled to vest on the next Vesting Date immediately following such Special Termination shall immediately become Vested Options, and the remaining Options which are not then Vested Options shall be forfeited; (c) upon Participant’s death, any previously unvested Options shall immediately become Vested Options; (d) upon a Termination of Relationship as a result of the Participant’s Retirement with Notice, any previously unvested Options shall remain outstanding and become Vested Option and shall become exercisable Options on the normal scheduled future Vesting Date(s) occurring during the remainder of the full term of the Options, as if no Termination of immediately prior to Relationship had occurred; (e) in the event of (i) the occurrence of a Change in Control; and of Control and (bii) if thereafter, a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship Participant by the Company or any of its Subsidiaries Affiliates (or successors in interest) without Cause or (Bby the Participant for Good Reason that occurs prior to the second anniversary of the Change of Control, then each outstanding Option which has not theretofore become a Vested Option pursuant to Section 4(a) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of on the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(aRelationship; or (f) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4above with respect to a Special Termination, the Option shall cease vesting as of the date of the Optionee’s death, or Retirement with Notice or a Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e.provided in Section 4(e) above, the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences upon a Termination of Relationship for Causeany other reason, all Options then held by the Optionee unvested portion of the Option (whether vested or unvestedi.e. , that portion which does not constitute Vested Options) shall immediately terminate and cease to be forfeitedoutstanding on the date the Termination of Relationship occurs and shall no longer be eligible to become Vested Options.

Vesting. Subject (i) The IH1 Vested Shares, IH2 Vested Shares, IH3 Vested Shares, IH4 Vested Shares, IH5 Vested Shares and IH6 Vested Shares shall not be subject to any vesting conditions. (ii) The Unvested Restricted Shares shall vest and become Vested Shares, with respect to (i) the OptioneeIH1 Unvested Restricted Shares, in accordance with Schedule I-A, (ii) the IH2 Unvested Restricted Shares, in accordance with Schedule I-B, (iii) the IH3 Unvested Restricted Shares, in accordance with Schedule I-C, (iv) the IH4 Unvested Restricted Shares, in accordance with Schedule I-D, (v) the IH5 Unvested Restricted Shares, in accordance with Schedule I-E and (vi) the IH6 Unvested Restricted Shares, in accordance with Schedule I-F, in the case of each of Schedules I-A through I-F, as attached hereto. (iii) If the Participant’s continued service relationship employment with the Company or and its Subsidiaries is terminated at any time, all Unvested Restricted Shares shall automatically and immediately be forfeited and canceled (after giving effect to any acceleration of vesting or other applicable terms set forth in Schedules I-A through the vesting date I-F attached hereto). In addition, if (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, that: (ax) the entire Option shall immediately become Participant’s employment with the Company and its Subsidiaries is terminated by the Company for Cause or (y) the Participant resigns at a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) when grounds for a termination of the OptioneeParticipant’s service relationship by the Company or its Subsidiaries without employment for Cause or (B) the Optionee’s deathexisted, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationshipeither case, the entire Option Participant shall immediately become a forfeit any Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries Shares for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedconsideration.

Vesting. Subject The term “vest” as used herein with respect to any share of Restricted Stock means the Optionee’s continued service relationship lapsing of the restrictions described herein with the Company respect to such share. Unless earlier terminated, forfeited, relinquished or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4)expired, the entire Option Restricted Stock shall become non-forfeitable vest as follows: (when a) One hundred percent (100%) of the Option becomes non-forfeitable, a “Vested Option”) and Restricted Stock shall become exercisable in full vest on [the first anniversary of the Grant Date]; providedDate of Grant, howeverprovided that, that:through such vesting date, the Grantee has (i) remained in continuous Employment as President – Merchandising and Supply Chain (such employment, “Qualifying Service”) and (ii) has not breached the covenants set forth in Section 11 herein. (ab) In the entire Option shall immediately become event the Grantee’s Qualifying Service is terminated by the Company without Cause, a Vested Option “Qualifying Termination”): (x) if such Qualifying Termination occurs before February 1, 2020, a pro-rata portion of the Restricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service in the current fiscal quarter of the Company (each, a “Fiscal Quarter”)), will vest in full on the date of the Grantee’s Qualifying Termination and shall become exercisable the remainder of the Restricted Stock award granted to the Grantee hereunder will be forfeited on the date of the Grantee’s Qualifying Termination; and (y) if such Qualifying Termination occurs on or after February 1, 2020, any unvested shares of Restricted Stock that are outstanding as of immediately prior to the occurrence of a Change Qualifying Termination will vest in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of full on the date of such the Grantee’s Qualifying Termination. (c) In the event the Grantee’s Qualifying Service terminates for any reason other than a Qualifying Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by (a fraction, “Non-Qualifying Termination”): (x) if such Non-Qualifying Termination occurs before February 1, 2020, a pro-rata portion of the numerator of which is equal Restricted Stock eligible to vest (based on the number of calendar days that have elapsed since the Grant Date Grantee has provided Qualifying Service current Fiscal Quarter), will remain outstanding and eligible to vest according to its original vesting schedule set forth in Section 3(a) and the remainder of (yd) In the event (i) the denominator of which Restricted Stock (or any portion thereof) is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable outstanding as of immediately prior to the occurrence a Change of such Change in Control and such Vested Option shall remain outstanding pursuant the Administrator provides for the assumption or continuation of, or the substitution of a substantially equivalent award for, the Restricted Stock (or any portion thereof) in accordance with Section 7(a)(i) of the Plan (the “Rollover Award”) and (ii) the Grantee’s Employment is terminated by the Company (or its successor) without Cause within the twelve (12) months following the Change of Control, the Rollover Award to the provisions of Section 8(a) as if the Termination of the Relationship occurred extent still outstanding will vest in full on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as Grantee’s termination of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedEmployment.

Vesting. This Option shall be exercisable as provided in clauses 2(b)(i), 2(b)(ii) and 2(b)(iii). (i) Subject to the OptioneeParticipant’s continued service relationship with to the Company or its Subsidiaries through the vesting date (except as otherwise provided in an Affiliate, this Section 4), the entire Option shall become nonexercisable with respect to one-forfeitable (when third of the shares of Common Stock subject to this Option becomes non-forfeitableon each of the first, second and third anniversaries of the Date of Grant. If the vesting schedule described in the preceding sentence results in the right to exercise this Option as to a “Vested Option”) fractional share of Common Stock, such fractional share shall not be deemed vested pursuant to the vesting schedule but shall vest and shall become exercisable in full when such fractional share and other fractional shares that would have become vested and exercisable aggregate a whole share of Common Stock. (ii) If the Participant’s continued service to the Company and its Affiliates terminates or is terminated for any reason, the right to exercise this Option shall terminate to the extent this Option has not previously become exercisable. Notwithstanding the preceding sentence, if the Participant’s service to the Company and its Affiliates is terminated by the Company other than for Cause (as defined herein), by the Participant with Good Reason (as defined herein) or on [the first anniversary account of the Grant Participant’s death or Disability (as defined herein), then this Option shall be immediately exercisable in whole or in part with respect to the shares of Common Stock that remain subject to this Option. (iii) In accordance with the Plan, this Option shall be immediately exercisable, in whole or in part, on a Control Change Date with resepct to the shares of Common Stock subject to this Option on the Control Change Date]. Once this Option has become exercisable, it shall continue to be exercisable until the Expiration Date; provided, however, that: (a) the entire that this Option shall immediately become a Vested Option not be exercisable following the date that the Participant’s continued service with the Company and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship its Affiliates is terminated by the Company or its Subsidiaries without for Cause or (B) the Optionee’s death, serious illness or Disability, (1) the as defined herein). A partial exercise of this Option shall become a Vested not affect the Participant’s right to exercise this Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares remaining shares, subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date terms and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination conditions of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in Plan and this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedAgreement.

Vesting. Subject (i) The Holder shall become vested in all of the Restricted Shares as follows: 25% of the total number of Restricted Shares shall become vested on each of the first anniversary of the Effective Date (the “Initial Vesting Date”), and thereafter, 6.25% of the total number of Restricted Shares shall become vested on each quarterly anniversary after the Initial Vesting Date (each referred to as a “Vesting Date”), so that the Holder is vested in 100% of the Restricted Shares on the date which is four (4) years after the Effective Date (the “Final Vesting Date”); provided, however, that the Holder is in the continuous employ or service of the Company or one of its affiliates at all times from the Effective Date to the OptioneeFinal Vesting Date, in order for 100% of the Restricted Shares to vest. The number of total Restricted Shares that become vested on the Initial Vesting Date or any Vesting Date thereafter shall be rounded down to the nearest whole share; provided, however, that with respect to the vesting increment that occurs on the Final Vesting Date, the number of Restricted Shares that become vested on such Vesting Date shall be rounded up to the nearest whole share. (ii) Unless the Holder’s continued service employment, consulting or advisory relationship with the Company or one of its Subsidiaries through affiliates has earlier terminated, the vesting date schedule set forth in Section 1(b)(i) shall be accelerated such that: (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”A) and shall become exercisable in full on [the first anniversary any portion of the Grant Date]; provided, however, that: (a) the entire Option Restricted Shares that has not vested shall immediately become a Vested Option and shall become exercisable as of immediately prior to vest upon the occurrence of (i) the Holder’s total and permanent disability (within the meaning of Internal Revenue Code Section 22(e)(3) and as determined in good faith by the Company) or (ii) termination of the Holder’s employment, consulting or advisory relationship with the Company as a Change in Control; andresult of the Holder’s death, and (B) 1. any portion of the Restricted Shares that has not vested shall immediately vest if (bi) if a Termination of Relationship occurs at any time prior to a Change in Control (as a result of defined in the Plan) has occurred and (Aii) a termination the Holder has been terminated “Without Cause” within one year of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date consummation of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as For purposes of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e.foregoing, the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeited.“

Vesting. Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except The Restricted Shares shall vest, and become freely transferable, as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, thatfollows: (a) 100% of the entire Option shall immediately Restricted Shares will vest and become a Vested Option freely transferable on December 31, 2009 (the “Vesting Date”) provided that you have been in continuous employment with the Company (or any Subsidiary) for the period beginning on the Grant Date and shall become exercisable as of immediately ending on the Vesting Date. If you terminate employment prior to the occurrence of a Change Vesting Date for any reason other than described in Control; andsubsection (b) below, you will forfeit all rights in the Restricted Shares at that time, notwithstanding your return to active service prior to the Vesting Date. (b) if a Termination of Relationship occurs at any time Notwithstanding subsection (a) above, if, prior to a Change in Control as a result of the Vesting Date, the Company (Aor any Subsidiary) a termination terminates your employment other than for Cause, 100% of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall Restricted Shares will vest and become a Vested Option and shall become exercisable freely transferable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option your termination. Restricted Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting do not vest as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option your termination shall be forfeited immediatelyat that time. (c) For purposes of subsection (b) above, “Cause” shall mean (i) your willful and continued failure to attempt in good faith (other than as a result of incapacity due to mental or physical impairment) to substantially perform your duties; (ii) your failure to attempt in good faith to carry out, or comply with, in any material respect any lawful and reasonable directive of the Board; (iii) your material breach of the Company’s code of ethics; provided which, for each of (i) through (iii), is not remedied within 30 days after receipt of written notice from the Board specifying such failure or breach; (iv) your conviction, plea of no contest or plea of nolo contendere, or imposition of unadjudicated probation for any felony (other than a traffic violation or arising purely as a result of the Executive’s title or position with the Company); provided(v) your knowing unlawful use (including being under the influence) or possession of illegal drugs; or (vi) your commission of a material bad faith act of fraud, thatembezzlement, misappropriation, willful misconduct, gross negligence, or breach of fiduciary duty, in each case against the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedCompany.

Vesting. Subject (a) The Restricted Stock granted to the OptioneeNon-Employee Director shall vest and become nonforfeitable immediately on the Grant Date as to 50% of the Restricted Stock and, subject to the Non-Employee Director’s continued continuous service relationship with as a member of the Company or its Subsidiaries through Board of the vesting date (except as otherwise provided in this Section 4)Company, the entire Option remaining 50% of the Restricted Stock shall vest and become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full nonforfeitable on [the first anniversary of the Grant Date (each a “Restricted Stock Vesting Date]”). In the 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 shall vest and become nonforfeitable when such fractional share of Common Stock aggregates a whole share of Common Stock. (b) 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: that if the Non-Employee Director’s continued service terminates because of the Non-Employee Director’s death or disability (a) as determined by the entire Option Board Committee), then the Restricted Stock, to the extent not then vested and not previously forfeited, shall immediately become a Vested Option and shall become exercisable as fully vested. (c) Notwithstanding any other provision of immediately prior this Agreement to the occurrence of a Change contrary, in Control; and (b) if a Termination of Relationship occurs at any time prior to the event that a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately occur prior to the occurrence date that all of such Change in Control and such Vested Option shall remain outstanding pursuant the Restricted Stock is vested, then to the provisions of Section 8(a) as if the Termination extent not previously forfeited all of the Relationship occurred on unvested Restricted Stock shall vest effective upon the date of the Change in Control. Notwithstanding anything contained herein . (d) In the event that any calendar date on which vesting is purportedly scheduled pursuant to the contrary, except as otherwise provided in this terms of Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that 2 is not a Vested Option as of such time shall become a Vested Option thereafter (i.e.Business Day, the portion of vesting shall automatically be delayed until the Option first Business Day following that is not calendar date. “Business Day” means a Vested Option shall be forfeited immediately); provideddate on which commercial banks in New York, that, in the event that the Optionee experiences a Termination of Relationship New York are open for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedgeneral business.

Vesting. (a) Subject to the OptioneeParticipant’s continued service relationship Employment with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4)Company, the entire Option shall vest and become non-forfeitable (when exercisable with respect to 33.333% of the Shares initially covered by the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; providedDate of Grant, howeverand thereafter with respect to 2.777% of the Shares initially covered by the Option on the last day of each subsequent month. At any time, that:the portion of the Option which has become vested and exercisable as described above (or pursuant to Section 2(b) or 2(c) below) is hereinafter referred to as the “Vested Portion.” (ai) If the Participant’s Employment with the Company is terminated due to death or Disability, (x) the entire Option shall, to the extent not then vested and exercisable become vested and exercisable with respect to 50% of the then unvested and unexercisable Shares, (y) the remaining Shares that are not then vested and exercisable shall be canceled by the Company without consideration, and (z) the Vested Portion of the Option shall immediately remain exercisable for the period set forth in Section 3(a). (ii) If the Participant’s Employment with the Company is terminated by the Company without Cause or by the Participant with Good Reason, the Option shall, to the extent not then vested and exercisable become fully vested and exercisable and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a). (iii) If the Participant’s Employment with the Company is terminated for any other reason, the Option shall, to the extent not then vested and exercisable, be canceled by the Company without consideration and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a). (c) Notwithstanding any other provisions of this Agreement to the contrary, in the event of a Vested Change in Control or Exit Event, the Option shall, to the extent not then vested and shall exercisable and not previously canceled, become fully vested and exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such or Exit Event as contemplated by Section 9(b) of the Plan. The Vested Portion of the Option shall remain outstanding pursuant to exercisable for the provisions of period set forth in Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately3(a); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeited.

Vesting. Subject The term “vest” as used herein with respect to any share of Restricted Stock means the Optionee’s continued service relationship lapsing of the restrictions described herein with the Company respect to such share. Unless earlier terminated, forfeited, relinquished or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4)expired, the entire Option Restricted Stock shall become non-forfeitable vest as follows: (when a) One hundred percent (100%) of the Option becomes non-forfeitable, a “Vested Option”) and Restricted Stock shall become exercisable in full vest on [the first anniversary of the Grant Date]; providedDate of Grant, howeverprovided that, that:through such vesting date, the Grantee has (i) remained in continuous Employment as President – Merchandising and Supply Chain (such employment, “Qualifying Service”) and (ii) has not breached the covenants set forth in Section 11 herein. (ab) In the entire Option shall immediately become event the Grantee’s Qualifying Service is terminated by the Company without Cause, a Vested Option “Qualifying Termination”): (x) if such Qualifying Termination occurs before November 2, 2019, a pro-rata portion of the Restricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service in the current fiscal quarter of the Company (each, a “Fiscal Quarter”)), will vest in full on the date of the Grantee’s Qualifying Termination and shall become exercisable the remainder of the Restricted Stock award granted to the Grantee hereunder will be forfeited on the date of the Grantee’s Qualifying Termination; and (y) if such Qualifying Termination occurs on or after November 2, 2019, any unvested shares of Restricted Stock that are outstanding as of immediately prior to the occurrence of a Change Qualifying Termination will vest in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of full on the date of such the Grantee’s Qualifying Termination. (c) In the event the Grantee’s Qualifying Service terminates for any reason other than a Qualifying Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by (a fraction, “Non-Qualifying Termination”): (x) if such Non-Qualifying Termination occurs before November 2, 2019, a pro-rata portion of the numerator of which is equal Restricted Stock eligible to vest (based on the number of calendar days that have elapsed since the Grant Date Grantee has provided Qualifying Service current Fiscal Quarter), will remain outstanding and eligible to vest according to its original vesting schedule set forth in Section 3(a) and the remainder of the Restricted Stock will be forfeited on the date of Grantee’s Non-Qualifying Termination; and (y) the denominator if such Qualifying Termination occurs on or after November 2, 2019, any unvested shares of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable Restricted Stock that are outstanding as of immediately prior to the occurrence Non-Qualifying Termination, will vest according to the original vesting schedule set forth in Section 3(a). Notwithstanding the foregoing, in the event the Grantee breaches any of such the restrictive covenants set forth in Section 11 below, the Grantee will immediately forfeit the unvested portion of the Restricted Stock award that the Grantee then holds. (d) In the event (i) the Restricted Stock (or any portion thereof) is outstanding as of immediately prior to a Change in of Control and such Vested Option shall remain outstanding pursuant the Administrator provides for the assumption or continuation of, or the substitution of a substantially equivalent award for, the Restricted Stock (or any portion thereof) in accordance with Section 7(a)(i) of the Plan (the “Rollover Award”) and (ii) the Grantee’s Employment is terminated by the Company (or its successor) without Cause within the twelve (12) months following the Change of Control, the Rollover Award to the provisions of Section 8(a) as if the Termination of the Relationship occurred extent still outstanding will vest in full on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as Grantee’s termination of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedEmployment.

Vesting. Subject (a) The RSUs granted to the OptioneeParticipant shall vest and payment in respect of such number of RSUs shall be made as to the percentage of the RSUs indicated on the dates specified below (each a “RSU Vesting Date”), provided that the Participant has remained in the continuous employment of the Company or any of its Affiliates from the Grant Date through and including each applicable RSU Vesting Date: First Anniversary of Grant Date 25 % Second Anniversary of Grant Date 25 % Third Anniversary of Grant Date 25 % Fourth Anniversary of Grant Date 25 % Any fractional RSUs resulting from the strict application of the incremental percentages set forth above will be disregarded and the actual number of RSUs becoming vested on any specific RSU Vesting Date will cover only the full number of RSUs determined by applying the relevant incremental percentage. (b) In the event that during the period of the Participant’s continued service relationship employment with the Company or one of its Subsidiaries through the vesting date (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of Affiliates after the Grant Date]; provided, however, that: (ai) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; andParticipant dies, or (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (Bii) the Optionee’s death, serious illness or Participant incurs a Disability, (1) the Option such events are collectively referred to as “Acceleration Events”), then all outstanding unvested RSUs shall become a Vested Option and shall become exercisable immediately vest as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares applicable Acceleration Event, subject to Section 2(d) below. (c) In the Option, multiplied by a fraction, (x) event that during the numerator period of which is equal to the number Participant’s employment with the Company or one of calendar days that have elapsed since its Affiliates after the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationshipshall occur, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately then all outstanding unvested RSUs that have not been forfeited prior to the occurrence date of such Change in Control and shall vest on the date of such Vested Option shall remain outstanding pursuant Change in Control. In the event that the Change in Control occurs on a date prior to the provisions of Section 8(a) as if the Termination date that a Participant is determined to be Disabled for purposes of the Relationship occurred on Plan and this Agreement, but the Committee, in its sole determination expects the Participant to be Disabled at the end of the 9-month period referred to in Section 4(a) of this Agreement, then all of the unvested RSUs of such Participant, to the extent not previously forfeited, shall vest upon the date of the Change in Control. Notwithstanding anything contained herein . (d) In the event that any calendar date on which vesting is purportedly scheduled pursuant to the contraryterms of Sections 2(a), except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company 2(b) or any of its Subsidiaries for any reason and no portion of the Option that 2(c) above is not a Vested Option Business Day (as of such time shall become a Vested Option thereafter (i.e.defined below), the portion of vesting shall automatically be delayed until the Option first Business Day following that is not calendar date. “Business Day” means a Vested Option shall be forfeited immediately); provideddate on which commercial banks in New York, that, in the event that the Optionee experiences a Termination of Relationship New York are open for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedgeneral business.

Vesting. Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, that: (a) The Restricted Stock shall become Vested Restricted Stock on _____________, based on the entire Option Participant’s Continuous Service through _____________ (the “Vesting Date”). (b) In the event that Participant’s employment is terminated as a result of death or Disability, Participant shall vest in the Restricted Stock with such vesting occurring as of the day before the termination of employment and no portion of the Restricted Stock shall be Unvested Restricted Stock. (c) In the event the Participant’s employment terminates as a result of the non-renewal by the Company of the Term of the Employment Agreement in effect on the Date of Grant (the “Current Term”), Participant shall vest in the Restricted Stock with such vesting occurring as of the day before the termination of employment and no portion of the Restricted Stock shall be Unvested Restricted Stock. In the event the Participant’s employment terminates as a result of the Company’s non-renewal of any subsequent renewal Term (a “Renewal Term”) of the Employment Agreement, Participant shall vest in a pro-rata portion of the Restricted Stock determined based on the Participant’s date of termination of employment in accordance with Section 3(h) below. In the event the Participant’s employment terminates as a result of the non-renewal of the Term of the Employment Agreement by the Participant, whether at the end of the Current Term or any Renewal Term, all Unvested Restricted Stock shall immediately become a Vested Option and without notice be forfeited and Participant shall become exercisable have no rights with respect to such Unvested Restricted Stock. The shares of Unvested Restricted Stock which do not vest shall immediately and without notice be forfeited and Participant shall have no rights with respect to such Unvested Restricted Stock. (d) In the event Participant’s employment is terminated by the Company without Cause or if Participant terminates his/her employment with Good Reason, Participant shall vest in the Restricted Stock with such vesting occurring as of immediately prior to the occurrence day before the termination of employment and no portion of the Restricted Stock shall be Unvested Restricted Stock. (e) In the event there is a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change , as defined in Control as a result of (A) a termination of the Optionee’s service relationship by Plan, then Participant shall vest in the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable Restricted Stock as of the effective date of any such Termination Change in Control. (f) Except as is provided in Section 9 of Relationship and shall remain outstanding the Plan, any adjustment to an award of Restricted Stock pursuant to Section 9 of the provisions Plan shall not change the ratio of Section 8(aUnvested Restricted Stock to Vested Restricted Stock. (g) In the event Participant’s employment is terminated for Cause or if Participant terminates his/her employment without Good Reason, all Unvested Restricted Stock shall immediately and without notice be forfeited and Participant shall have no rights with respect to such Unvested Restricted Stock. (h) If the aggregate Participant is entitled to vest in a pro-rata portion of the Restricted Stock, the number of Option Shares subject to shares of Unvested Restricted Stock which vest shall be determined by multiplying the Option, multiplied number of shares of Restricted Stock by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since between _____________, and the Grant Date date of termination of employment, and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeited_________.

Vesting. Subject A. The Participant shall have a non-forfeitable right to a portion of the Optionee’s continued service relationship with the Company or its Subsidiaries through Award only upon the vesting date (dates specified on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in this Section 4), the entire Option its sole discretion. No portion of any Award shall become non-forfeitable (when vested on the Option becomes non-forfeitablevesting date unless the Participant is then, a “Vested Option”) and shall become exercisable in full on [the first anniversary of since the Grant Date]; providedDate has continuously been, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Subsidiaries without Cause or (B) the Optionee’s deathAffiliates for any reason, serious illness or Disability, (1) the Option shall become a Vested Option any then outstanding and shall become exercisable as unvested portion of the date of such Termination of Relationship Award shall be automatically and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date immediately forfeited and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contraryterminated, except as otherwise provided in this Section 4Agreement and the Plan. B. The Award will become eligible to vest upon achievement of the Granted CSPU goals (“Performance Goals”), as adopted by the Option Committee in the first calendar quarter of the year in which the Award is granted and communicated. The calculation of the number of Granted CSPUs that will vest is specified in the Long-Term Incentive Program Overview for Executives for the year in which the Award is granted (“LTI Overview”), which is also found on your Fidelity stock plan account. Granted CSPUs that become eligible to vest are referred to as the “Eligible CSPUs.” In the event and to the extent that the Performance Goals are not satisfied, such Granted CSPUs shall cease vesting not become eligible to vest and shall be immediately forfeited. As specified in the Performance Goals, in the event and to the extent that the Performance Goals are exceeded, an additional number of Granted CSPUs will become eligible to vest. In no event shall the number of Eligible CSPUs exceed 200% of the number of Granted CSPUs. Eligible CSPUs will become vested in the following installments (the “Vesting Period”): One-third of the Eligible CSPUs shall vest on the later of one year from the Grant Date or the date of the Committee’s determination of the degree to which the Performance Goals have been satisfied (the “Initial Vesting Date”); an additional one-third of the Eligible CSPUs shall vest on the first anniversary of the Initial Vesting Date; and an additional one-third of the Eligible CSPUs shall vest on the second anniversary of the Initial Vesting Date. C. Except as otherwise provided in the Plan, upon termination of the Participant’s employment with the Company and its Affiliates for any reason, any portion of the Award that is not then vested will immediately terminate, except as follows: (i) any portion of the Award held by the Participant immediately prior to the Participant’s termination of employment on account of death or Disability will, to the extent not vested previously, become fully vested upon the later of (a) the date of death or Disability of the Participant or (b) the determination of the Eligible CSPUs based on the Performance Goals and the Committee’s approval, even if such determination occurs following the date of death or Disability of the Participant; and (ii) any portion of the Award held by the Participant immediately prior to the Participant’s Retirement, to the extent not vested previously, will become fully vested upon the later of the date of Retirement or determination of the OptioneeEligible CSPUs based on the Performance Goals and the Committee’s Termination approval for fifty percent (50%) of Relationship the number of Eligible CSPUs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible CSPUs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Eligible CSPUs of the Award. For the avoidance of doubt, Retirement means the Participant’s leaving the employment of the Company and its Affiliates after reaching age 55 with ten (10) consecutive years of service with the Company or its Affiliates, but not including pursuant to any of its Subsidiaries termination For Cause or any termination for insufficient performance, as determined by the Company. D. Notwithstanding anything herein to the contrary, any reason and no portion of the Option that is not Award held by a Vested Option as Participant or a Participant’s permitted transferee immediately prior to the cessation of the Participant’s employment For Cause shall terminate at the commencement of business on the date of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedtermination.

Vesting. Subject to (a) All of the Optionee’s continued service relationship Award Shares are nonvested and forfeitable as of the Grant Date. (b) So long as your Service with the Company or its Subsidiaries is continuous from the Grant Date through the applicable date upon which vesting date is scheduled to occur, one-third (except as otherwise provided in this Section 4), 1/3rd) of the entire Option shall Award Shares will vest and become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full nonforfeitable on [the first each anniversary of the Grant Date]; provided, however, that:such that 100% of the Award Shares will be vested and nonforfeitable on the third anniversary of the Grant Date. (ac) If you die while in the entire Option shall immediately Service of the Company or your Service terminates by reason of Disability, all of the Award Shares will become a Vested Option vested and shall become exercisable nonforfeitable as of immediately prior your death or such termination of employment. (d) Unless otherwise determined by the Committee or as specified herein, none of the Award Shares will become vested and nonforfeitable after your Service with the Company ceases. (e) If a Change in Control occurs, the vesting and forfeitability of the Award Shares shall not be altered or accelerated solely as a result of such occurrence unless otherwise determined by the Committee in its discretion, and the Award Shares shall be assumed or an equivalent award shall be substituted by the successor corporation to the Company or a parent or subsidiary of such successor corporation (each such assumed or equivalent award, a “Substitute Award”). In the event that you suffer an Involuntary Termination coincident with or within 24 months following the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior , the Award Shares or Substitute Award, to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s deathextent not previously vested nor earlier forfeited, serious illness or Disability, (1) the Option shall become a Vested Option fully vested and shall become exercisable nonforfeitable as of the date of such Termination of Relationship and shall remain outstanding pursuant to Involuntary Termination. If a Substitute Award is not issued or the provisions of Section 8(a) Award Shares assumed in connection with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of RelationshipControl, as determined in the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination discretion of the Relationship occurred Committee, then the Committee shall provide for full vesting and lapse of restrictions on the date Award Shares immediately before the effective time of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeited.

Vesting. Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4), the entire Option The Restricted Stock Units shall become non-forfeitable vested as follows: (when i) 33.3% of the Option becomes non-forfeitable, a “Vested Option”) and Restricted Stock Units shall become exercisable in full vest on [the first anniversary of the Grant Date]; (ii) 33.3% of the Restricted Stock Units shall vest on the second anniversary of the Grant Date; and (iii) 33.4% of the Restricted Stock Units shall vest on the third anniversary of the Grant Date (each of clauses (i), (ii), and (iii), a “Time Vesting Date” and collectively, the “Time Vesting Dates”) and once vested, except as otherwise provided for herein, shall be settled in accordance with Section 2(b) below; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator Grantee remains continuously employed by the Company or any of which is equal to its Subsidiaries and in good standing, in each case, through the number of calendar days that have elapsed since applicable Time Vesting Date or the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the OptioneeGrantee’s Termination of Relationship employment with the Company or any of its Subsidiaries for is terminated by reason of Retirement (as defined below) and (y) the Grantee has not breached the provisions of Section 4 of this Agreement. Notwithstanding the foregoing, (1) in the event that the Grantee’s employment with the Company or any reason and no portion of its Subsidiaries terminates due to the Option that is Grantee’s death or Disability (as defined below) at any time prior to a Time Vesting Date or the CIC Vesting Date (as defined below), all unvested Restricted Stock Units not a Vested Option as previously forfeited shall immediately vest on the date of such time shall become a Vested Option thereafter termination of employment (i.e., the portion of the Option that is not a Vested Option “Death or Disability Vesting Date”) and once vested shall be settled in accordance with Section 2(b) below and (2) in the event that a Change in Control occurs at any time prior to the last Time Vesting Date or the Death or Disability Vesting Date, all unvested Restricted Stock Units not previously forfeited immediately)shall vest on the date of such Change in Control (a “CIC Vesting Date,” and together with the Time Vesting Dates and the Death or Disability Vesting Date, each a “Vesting Date”) and once vested, except as otherwise provided for herein, shall be settled in accordance with Section 2(b) below; provided, that, in each case, (x) the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held Grantee remains continuously employed by the Optionee Company or any of its Subsidiaries and in good standing, in each case, through the applicable Vesting Date and (whether vested or unvestedy) shall immediately be forfeitedthe Grantee has not breached the provisions of Section 4 of this Agreement.

Vesting. Subject to (a) An Award shall become Vested only upon the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (Vesting Dates described in this Section 3, except as otherwise provided herein or determined by the Company in this Section 4its sole discretion. No portion of any Award shall become Vested on the Vesting Date unless the Director is then, and since the Grant Date has continuously been, a Director of the Company. (b) Subject to subsections (c), the entire Option (d) and (e), below, an Award shall become non-forfeitable (when Vested based on the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary following schedule. VESTING DATE PERCENTAGE VESTED ON ANNIVERSARY DATE First Anniversary of the Grant Date]; provided, however, that:Date 25% Second Anniversary of Grant Date 25% Third Anniversary of Grant Date 25% Fourth Anniversary of Grant Date 25% (ac) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to Upon the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination , the length of the Optionee’s Director's service relationship by shall be deemed to be twelve months longer than the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365actual length, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option Vested shares shall immediately become a Vested Option and shall become exercisable as of be distributed immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of or coincident with the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, thathowever, that in no event shall such deemed time extension serve to increase the number of Vested shares to more than the number of shares of Common Stock as equals that number of Units which have been awarded hereunder. (d) Notwithstanding Section 3(b), if the service of the Director terminates by reason of death or disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), the length of the Director's service shall be deemed to be six months longer than the actual length; provided, however, that in no event shall such deemed time extension serve to increase the number of Vested shares to more than the number of shares of Common Stock as equals that number of Units which have been awarded hereunder. (e) Notwithstanding Section 3(b), in the event that the Optionee experiences Director has completed the full term of service as a Termination Director for which he or she was elected at an Annual Meeting of Relationship Stockholders of the Company, but is not standing for Causere-election to a subsequent term as a Director at the Annual Meeting of Stockholders of the Company at which he or she would otherwise have been re-elected (the "Retirement Meeting"), all Options then Award shares which are scheduled to vest subsequent to the Retirement Meeting but within the same fiscal quarter in which the Retirement Meeting is held shall become Vested shares as of the date immediately preceding such Retirement Meeting; provided, however, that in no event shall such deemed time extension serve to increase the number of Vested Shares to more than the number of shares of Common Stock as equals that number of Units which have been awarded hereunder. (f) In the event that the Director's tenure as a member of the Company's Board of Directors terminates prior to a Vesting Date for any reason other than as set forth in this Section 3, including without limitation termination by the Optionee (whether vested Company or unvested) shall immediately the Company Group, any portion of the Award that has not then become Vested will be forfeitedforfeited automatically.

Vesting. Subject to The RSUs ultimately earned by the OptioneeEmployee will vest on the first trading day in April of the third year after the grant date (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s continued service relationship retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the Company or its Subsidiaries through amount of the vesting date (except as otherwise provided in this Section 4)resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the entire Option shall become non-forfeitable RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (when but in any event within 70 days) upon the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary occurrence of any of the Grant Date]; provided, however, thatfollowing events: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; andEmployee’s death; (b) if a Termination of Relationship occurs at any time prior to the Employee's Disability; (c) a Change in Control as a result of (A) a termination of under which the Optionee’s service relationship by successor corporation does not assume the Company or its Subsidiaries without Cause or (B) Awards that remain outstanding under the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable Plan as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the effective date of the Change in Control. Notwithstanding anything contained herein , provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the contraryExpiration Date of the Employee’s Award, except as otherwise provided in this Section 41(c) shall not be applicable and, as such, the Option Employee’s Award shall cease vesting not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the OptioneeChange in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Relationship Employment of the Employee's employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, it will be assumed that the Company achieved “target” performance on each of the performance measures, resulting in the payment of 100% of the target award amount of this grant. All RSUs will be forfeited upon termination of the Employee's employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company upon or any after attaining age 62 and 10 Years of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedService.

Vesting. 3.9.1 As of the Effective Date, all Common Units outstanding have vested or shall vest in accordance with the vesting schedule set forth in Schedule B to Exhibit A. 3.9.2 Subject to Section 3.9.3, one hundred percent (100%) of the Optionee’s continued service relationship with Common Units that are then Unvested Units shall immediately vest and become Vested Units immediately prior to the consummation of (i) a Fundamental Transaction or (ii) the sale or transfer by KKR to Persons who are not Affiliates of KKR, in one transaction or a series of transactions, of at least ninety percent (90%) of the Series B Preferred Units that have been issued by the Company to KKR as of the date thereof. 3.9.3 Upon any of Xxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxx XxXxxxxxx, Xxxxxxx Xxxxxxxx or Xxxxxxx Xxx (the “Founders”) ceasing to be a Service Provider (each such cessation, a “Founder Exit Event”) all of the outstanding Common Units that are then Unvested Units set forth next to the name of such ceasing Founder or their controlled Affiliate on Exhibit A shall automatically be forfeited to the Company and cancelled without any payment therefor, and shall no longer be outstanding, and Exhibit A shall be amended to reflect such forfeiture and cancellation. 3.9.4 In the event of a final liquidation, dissolution, winding-up or termination, voluntary or involuntary, of the Company, all Common Units that are then Unvested Units shall automatically be forfeited to the Company and cancelled, without any payment therefor. 3.9.5 Common Units and Management Incentive Units issued on or following the Effective Date may be subject to vesting, repurchase and/or forfeiture as determined by the Board and as set forth in a vesting, grant, award, employment or other agreement between the Company and any Common Member or Management Incentive Member with respect to such Common Units or Management Incentive Units, as applicable (each, a “Vesting Agreement”). With respect to any Common Units and Management Incentive Units issued to a Service Provider on or following the Effective Date, vesting shall cease with respect to such Common Units and Management Incentive Units that are then Unvested Units at the time the Service Provider who was issued such Common Units or Management Incentive Units ceases to be a Service Provider (a “Service Provider Exit Event”). Upon a Service Provider Exit Event with respect to any Service Provider, all of the outstanding Common Units or Management Incentive Units that are then Unvested Units set forth next to the name of such Service Provider on Exhibit A shall automatically be forfeited to the Company and cancelled without any payment therefor, and shall no longer be outstanding, and Exhibit A shall be amended to reflect such forfeiture and cancellation. Furthermore, Common Units and Management Incentive Units issued on or following the Effective Date will not vest upon the occurrence of a Fundamental Transaction unless otherwise provided in this Agreement or in a Vesting Agreement or as otherwise determined by the Board in its Subsidiaries through sole discretion. For the avoidance of doubt, (a) any Interests issued and granted from the Management Pool at or following the Effective Date shall have vesting schedules that commence as of the respective date of grant of such Interests, unless otherwise approved by the Board, and (except b) unless otherwise provided in this Agreement (including Section 3.9.2 and the last paragraph of Section 4.1.2) or a Vesting Agreement or otherwise approved by the Board, Unvested Units will not participate in any share of Fundamental Transaction proceeds and all Unvested Units shall be cancelled upon the consummation of a Fundamental Transaction (excluding, for the avoidance of doubt, any (x) merger, consolidation, re-domestication, conversion of similar transaction entered into by the Company principally for bona fide equity financing purposes, to adopt a holding company structure or to change the domicile of the Company and (y) any final liquidation, dissolution, winding-up or termination, voluntary or involuntary, of the Company), without any payment therefor, and shall no longer be outstanding, and Exhibit A shall be amended to reflect such forfeiture and cancellation. 3.9.6 Except as otherwise provided in this Section 4)the applicable Vesting Agreement or as otherwise approved by the Board, upon a Service Provider Exit Event, the entire Option Company shall become non-forfeitable have the right and option (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary sole discretion of the Grant Date]; provided, however, that: (aBoard) to purchase from the entire Option shall immediately become former Service Provider each Common Unit and Management Incentive Unit held by such former Service Provider that is a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting Unit as of the date of the Optionee’s Termination Service Provider Exit Event (the “Call Right Units”) for cash at a price per Common Unit or Management Incentive Unit, as applicable, equal to the greater of Relationship with (a) the amounts then remaining to be distributed in respect of such Call Right Units, pursuant to Section 4.1.2(d) or (b) fair market value for such Common Unit or Management Incentive Unit as determined by a third-party appraisal firm selected by the Board (the “Call Option”). The Company may exercise its Call Option by delivering to such former Service Provider a written notice (a “Call Notice”) within ninety (90) days of the date of the Service Provider Exit Event specifying that the Company or any of its Subsidiaries for any reason and no portion of has elected to repurchase the Option that is not a Vested Option as outstanding Call Right Units of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in former Service Provider. In the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held Call Notice is delivered by the Optionee Company to a holder of Call Right Units, the Company shall, promptly and in any event within thirty (whether vested 30) days thereafter, repurchase the Call Right Units from the former Service Provider. The Company may revoke a Call Notice at any time by delivering, in its sole discretion, a subsequent written notice to the former Service Provider prior to the end of such thirty (30) day period. Upon the repurchase and payment in full of all of the former Service Provider’s Call Right Units pursuant to this Section 3.9.6, such former Service Provider will cease to be a Member of the Company; provided that such former Service Provider does not hold any other class of Units that have not otherwise been forfeited, transferred or unvested) shall immediately be forfeitedrepurchased.

Vesting. (a) Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4)4 below, the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) vested and shall become exercisable in full on [the first anniversary of such amounts and at such times as are set forth in the Grant Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; andNotice. (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no No portion of the Option that is has not become vested and exercisable on the date on which Xxxxxxx’s Continuous Service Status ends shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a Vested Option as of such time shall become a Vested Option thereafter written agreement between the Company and Grantee. (i.e.c) Notwithstanding Section 3(a) hereof and the Grant Notice, the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, thatbut subject to Section 3(b) hereof, in the event that of a Corporate Transaction, the Optionee experiences Option shall be treated pursuant to Section 14(c) and Section 15 of the Plan. (d) For purposes of the Option, Xxxxxxx’s Continuous Service Status will be considered terminated as of the date Grantee is no longer actively providing services to the Company or, if different, Grantee’s employer (the “Employer”) (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Grantee is a Termination providing services or the terms of Relationship for CauseGrantee’s employment or service agreement, all Options then held if any), and unless otherwise expressly provided in this Stock Option Agreement or determined by the Optionee Administrator, (i) Grantee’s right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Grantee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Grantee is providing services or the terms of Grantee’s employment or service agreement, if any); and (ii) the period (if any) during which Grantee may exercise the Option after such termination of Grantee’s Continuous Service Status will commence on the date Grantee ceases to actively provide services and will not be extended by any notice period or the terms of Grantee’s employment or service agreement, if any; the Administrator shall have the exclusive discretion to determine when Grantee is no longer actively providing services for purposes of this Option grant (including whether vested or unvested) shall immediately Grantee may still be forfeitedconsidered to be providing services while on a leave of absence).

Vesting. Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, that: (a) Unless the entire Option shall immediately Plan Administrator otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement or Section 10.1(b) of the Plan, the Grantee will become a Vested Option and shall become exercisable vested as to that number of immediately prior Restricted Stock Units (if any) that is equal to the occurrence fraction or percentage set forth on Schedule I hereto (the “Vesting Percentage”) of the total number of Restricted Stock Units that are subject to this Agreement, rounded down to the nearest whole number of Restricted Stock Units on each of the Vesting Dates indicated on Schedule I hereto, and 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 have become vested in accordance with this Agreement. If rounding pursuant to the preceding sentence prevents any portion of a Change in Control; andRestricted Stock Unit from becoming vested on a particular Vesting Date (any such portion, an “Unvested Fractional Restricted Stock Unit”), one additional Restricted Stock Unit will become vested on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Stock Units (including any Unvested Fractional Restricted Stock Unit created on such succeeding Vesting Date) equals or exceeds one whole Restricted Stock Unit, with any excess treated as an Unvested Fractional Restricted Stock Unit thereafter subject to the application of this sentence and the following sentence. Any Unvested Fractional Restricted Stock Unit comprising part of a whole Restricted Stock Unit that vests pursuant to the preceding sentence will thereafter cease to be an Unvested Fractional Restricted Stock Unit. (b) Notwithstanding the 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 a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship Grantee has not been continuously employed by the Company or its Subsidiaries without Cause or (Bor, if the Grantee is a Nonemployee Director, continuously serving in such capacity) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since from the Grant Date and through such date (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence vesting or forfeiture of such Change in Control Restricted Stock Units and such Vested Option shall remain outstanding pursuant related Unpaid RSU Dividend Equivalents to the provisions of be governed instead by Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately6 hereof); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeited.

Vesting. Subject If there has not been a Termination of Service during the ------- Restriction Period, then upon the expiration of the Restriction Period, the Executive shall become 100% vested in the shares of Restricted Stock awarded hereunder, and shall own those shares free of all restrictions otherwise imposed by this Agreement. In addition, the Executive shall also become fully vested in all of the shares of Restricted Stock awarded hereunder prior to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary end of the Grant Date]; providedRestriction Period, howeverand become owner of such shares free of all restrictions otherwise imposed by this Agreement, thatas follows: (a) the entire Option shall immediately become a Vested Option and The Executive shall become exercisable fully vested in all of the shares of Restricted Stock awarded hereunder as of immediately the date of the Executive's Termination of Service, if such Termination of Service occurs on or after that date which is 90 days prior to the date of the Change in Control by reason of the Executive's death, Total Disability or retirement in accordance with Company policies concerning executive retirement as in effect on September 1, 2000; or (b) The Executive shall become fully vested in all of the shares of Restricted Stock awarded hereunder as of the date of the Termination of Service, if the Executive is Terminated Without Cause or the Executive Resigns for Good Reason at any time on or after that date which is 90 days prior to the Change in Control; or (c) The Executive shall become fully vested in all of the shares of Restricted Stock awarded hereunder upon the occurrence of a Change in Control; and (b) if a Termination Control and the obligations of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) IMCO under this Agreement with respect to the aggregate number Award are not fully assumed or replaced by equivalent substitute award(s), as more fully described in paragraph 7 below; or (d) If in connection with a Change of Option Shares subject Control the obligations of IMCO under this Agreement with respect to the OptionAward are assumed or equivalent substitute award(s) are granted in lieu thereof, multiplied by but a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a subsequent Change in Control occurs within 90 days following such Termination of Relationship, before the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination expiration of the Relationship occurred on the date of the Restriction Period, then effective upon such subsequent Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option Executive shall cease vesting as become fully vested in all of the date shares of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option Restricted Stock awarded hereunder, as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, more fully described in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedparagraph 7 below.

Vesting. Subject Twenty-five percent (25%) of the Restricted Stock Units (rounded up to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4), the entire Option nearest whole number) shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full vest on [the first anniversary of the Grant Date]date of this Agreement and on each of the next three (3) successive anniversaries thereof unless previously vested or forfeited in accordance with the Plan or this Agreement (the “Normal Vesting Schedule”). (i) Any Restricted Stock Units that fail to vest because the employment condition set forth in Section 3(c) is not satisfied shall be forfeited, subject to the special provisions set forth in subsections (ii) through (iv) of this Section 3(a). (ii) In the event of a Change in Control where the holders of the Company’s Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, Restricted Stock Units not previously vested shall immediately become vested. (iii) If the Participant’s employment terminates due to death, Permanent Disability, or 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. (iv) In the event of the Participant’s resignation or termination of employment (other than for Cause) on or after the earlier of (A) the Participant’s 60th birthday and having attained ten (10) years of service with the Company or a Subsidiary (including years of service granted by the Company as a result of a merger, acquisition, or other transaction) or (B) the Participant’s 65th birthday (a “Retirement”), where such Retirement is on or after April 1, 2011, Restricted Stock Units not previously vested shall not then be forfeited, but shall continue to vest and be settled pursuant to the Normal Vesting Schedule (without regard to the requirement that the Participant be employed); provided, however, that: (a) the entire Option that such Restricted Stock Units shall immediately become a Vested Option and shall become exercisable as of immediately prior be subject to the occurrence restrictions on transfer contained in Section 3(b) of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of this Agreement until the date of such Termination of Relationship and shall remain outstanding Restricted Stock Units vest pursuant to the provisions of Section 8(a) Normal Vesting Schedule. If the Participant’s Retirement occurs prior to April 1, 2011, Restricted Stock Units not previously vested shall continue to vest and be settled in accordance with respect to the aggregate number of Option Shares subject to the Optionthis subsection (iv); provided, multiplied by however, that such vesting and settlement shall be on a fraction, (x) the numerator of which is equal to pro-rata basis based on the number of calendar days that have elapsed since the Grant Date Participant has been employed by the Company during the period beginning on April 1, 2010 and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred ending on the date of Retirement. To the Change extent the Participant’s Retirement date and vesting date under this Section 3(a)(iv) are in Control. Notwithstanding anything contained herein different tax years, any amount payable under this subsection shall constitute the payment of nonqualified deferred compensation, subject to the contrary, except as otherwise provided in this requirements of Code Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeited.409A.

Vesting. Subject to The RSUs will vest on [Vest Date] (the Optionee“Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s continued service relationship with retirement from the Company upon or its Subsidiaries through the vesting date (except as otherwise provided in this Section 4)after attaining age 62 and 5 Years of Service, the entire Option shall become non-forfeitable RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (when and, in any event, within 70 days thereafter). Notwithstanding the Option becomes non-forfeitableforegoing, a “Vested Option”the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) and shall become exercisable in full on [upon the first anniversary occurrence of any of the Grant Date]; provided, however, thatfollowing events: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; andEmployee’s death; (b) if a Termination of Relationship occurs at any time prior to the Employee’s Disability; (c) a Change in Control as a result of (A) a termination of under which the Optionee’s service relationship by successor corporation does not assume the Company or its Subsidiaries without Cause or (B) Awards that remain outstanding under the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable Plan as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the effective date of the Change in Control. Notwithstanding anything contained herein , provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the contraryExpiration Date of the Employee’s Award, except as otherwise provided in this Section 41(c) shall not be applicable and, as such, the Option Employee’s Award shall cease vesting not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the OptioneeChange in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; or (d) an involuntary Termination of Relationship Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs. All RSUs will be forfeited upon termination of the Employee’s employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company upon or any after attaining age 62 and 5 Years of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedService.

Vesting. Subject Except as provided in Sections 2(b) and 2(c) below and to the Optioneeextent 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 (as defined below) and certification of performance by the Committee, but no later than March 15, 2027 (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 continued service relationship 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 beginning on January 1, 2024 and ending on December 31, 2026 (the “Performance Period”) as certified by the Committee following the end of the Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date of Issuance shall be determined as set forth on Appendix A. The number of Units vesting and the number of 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 Period is less than or equal to zero, as provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to reduction in accordance with section 12 below. With respect to any Units that have vested on the Company Date of Issuance, the Shares related thereto shall be issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the award as provided in Section 6 below. All Units, including your rights thereto and to the underlying Shares, which do not vest on or its Subsidiaries through before the vesting date (except Date of Issuance, as otherwise provided in this Section 4)2, the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option be forfeited as of such time shall become a Vested Option thereafter Date of Issuance (i.e., to the portion of the Option that is extent not a Vested Option shall be previously forfeited immediatelyas provided herein); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeited.

Vesting. Subject Except as provided in Sections 3(b) and 3(c) below and to the Optioneeextent 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 (as defined below) and certification of performance by the Committee, but no later than March 15, 2024 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s continued service relationship 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 beginning on January 1, 2021 and ending on December 31, 2023 (the “Performance Period”) as certified by the Committee following the end of the Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date of Issuance shall be determined as set forth on Appendix A. The number of Units vesting and the number of 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 Period is less than or equal to zero, as provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to reduction in accordance with section 12(b) below. With respect to any Units that have vested on the Company Date of Issuance, the Shares related thereto shall be issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the award, as provided in Section 6 below. All Units, including your rights thereto and to the underlying Shares, which do not vest on or its Subsidiaries through before the vesting date (except Date of Issuance, as otherwise provided in this Section 4)3, the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the Option that is not a Vested Option be forfeited as of such time shall become a Vested Option thereafter Date of Issuance (i.e., to the portion of the Option that is extent not a Vested Option shall be previously forfeited immediatelyas provided herein); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeited.

Vesting. Subject to (a) The Restricted Stock Units shall vest in equal installments on __________ (each, a “Vesting Date”), or such earlier date of the Optionee’s continued service relationship occurrence of the applicable event specified in Section 2(c), 2(d) or 2(e), so long as the Participant remains in continuous employment with the Company or its Subsidiaries an Affiliate through the vesting date (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant applicable Vesting Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and. (b) Except as set forth in Section 2(c), (d) or (e) below, if the Participant’s employment with the Company and its Affiliates terminates for any reason prior to the final Vesting Date, then (i) all rights of the Participant with respect to Restricted Stock Units that have not vested shall immediately terminate, (ii) any such unvested Restricted Stock Units and all rights therein shall be forfeited without payment of any consideration, and (iii) neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested Restricted Stock Units. (c) If the Participant’s employment with the Company and its Affiliates is terminated prior to the final Vesting Date by the Company without Cause (including by non-renewal of the Term of the Letter Agreement, as defined therein) or by the Participant for Good Reason (each, a Termination of Relationship occurs at any time “Qualifying Termination”) prior to a Change in Control as a result of (A) a termination of Control, then the Optionee’s service relationship by unvested Restricted Stock Units scheduled to vest on the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Vested Option and shall become exercisable as of next Vesting Date after the date of termination shall become vested immediately upon such Termination termination of Relationship employment; provided, that, such vesting shall be subject to (i) the Participant’s compliance with the Protective Covenants as defined in the Letter Agreement and shall remain outstanding pursuant (ii) the execution without revocation of a release of claims to the provisions of Section 8(aextent provided in the Letter Agreement. The terms Cause and Good Reason shall have the meaning set forth in the Letter Agreement. (d) with respect to If the aggregate number of Option Shares subject to the Option, multiplied by Participant incurs a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if Qualifying Termination at any time upon or following a Change in Control occurs within 90 days following such Termination of Relationship, the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence final Vesting Date, then all unvested Restricted Stock Units shall become vested immediately upon such termination of such Change in Control and such Vested Option shall remain outstanding pursuant to employment; provided, that, if, immediately following the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date consummation of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as shares of Stock of the date Company (or, if applicable, its successor) are not publicly traded, then the Restricted Stock Units shall become fully vested immediately upon the consummation of such Change in Control. (e) If the OptioneeParticipant’s Termination of Relationship employment with the Company or any of and its Subsidiaries for any reason and no portion Affiliates is terminated prior to the final Vesting Date on account of the Option that Participant’s death or Disability (as such term is not a Vested Option as of such time defined in the Letter Agreement), then all unvested Restricted Stock Units shall become a Vested Option thereafter (i.e., the portion vested immediately upon such termination of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeitedemployment.