Common use of Vesting Clause in Contracts

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

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

Vesting. The Options A. Subject to the performance condition set forth in Section 3(B) below and except as otherwise expressly provided in Sections 7 and 8 herein, this Award shall vest as to (i) 33,333 Restricted Stock Units on January 30, 2014 (the “First Tranche”), (ii) 33,333 Restricted Stock Units on January 30, 2015 (the “Second Tranche”); and become exercisable as follows: one-third (1/3iii) of 33,334 Restricted Stock Units on January 30, 2016 (the Options shall vest and become exercisable on each of “Third Tranche”); provided that Grantee has been continuously employed with the first three anniversaries of Company from the Date of Grant (through each such one-third (1/3) applicable vesting date. Except as specifically provided herein, employment or service for only a portion of the Options which vesting period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting. B. No portion of this Award shall vest on each such anniversary shall be referred notwithstanding satisfaction of the continued employment requirement for vesting described in Section 3(A) above unless the Committee certifies, following the end of the Company's 2014 fiscal year, that the Company achieved Licensing Segment Earnings from Operations (as defined below) for the last three quarters of the Company's 2014 fiscal year (the “Performance Period”) equal to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited above the level established by the Committee with respect to the Award in accordance connection with the Plan or this Agreementgrant of the Award; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after if either a Change in Control without Cause or for Good Reason. Further, provided, (as defined in the event Employment Agreement) or the death or Disability (as defined in the Employment Agreement) of the Participant’s Retirement, a separate pro-rata portion Grantee occurs before the last day of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, thatPerformance Period, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any performance requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a3(B) shall be aggregated and shall vest on the first anniversary deemed met as of the Date date of Grantsuch event. If such performance requirement is not met (and no such Change in Control, death or Disability (as defined in the Employment Agreement) occurs before the last day of the Performance Period), this Award and the Restricted Stock Units subject hereto shall terminate and be cancelled as of the last day of the Performance Period. C. For purposes of this Award, “Licensing Segment Earnings from Operations” means: the Company's earnings from operations derived from the Company's Licensing Segment for the Performance Period as calculated in accordance with generally accepted accounting principles (“GAAP”), but adjusted to exclude the financial statement impact of any new changes in accounting standards announced during the Performance Period that are required to be applied during the Performance Period in accordance with GAAP.

Vesting. (i) The Options Restricted Stock granted pursuant to Section 1 above shall vest and become exercisable as follows: one-third cease to be Restricted Stock (1/3but shall remain subject to Section 5 of this Agreement) of the Options shall vest and become exercisable in equal annual installments on each of the first three four anniversaries of the Grant Date (i.e., one quarter per year), provided that the Participant has not incurred a Termination of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that Employment prior to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, orapplicable vesting date. (ii) There shall be no proportionate or partial vesting in the Participant’s employment terminates within two years after periods prior to the vesting date and all vesting shall occur only on the vesting date; provided that no Termination of Employment has occurred prior to such date. (iii) In the event of a Change in Control Termination of Employment without Cause or for Good Reason. Further, provided, Reason (as defined in the event of the Participant’s Retirementemployment agreement with the Company), a separate proor due to non-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed renewal by the Company of such employment agreement, or one upon the Participant’s death or Disability (or term or concept of its Subsidiaries since like import, as defined in the most recent Vesting Date by 36Participant’s employment agreement with the Company) (each, by (Ban “Acceleration Event”) the number of Options subject to this Agreement (rounding up prior to the nearest whole number)fourth anniversary of the date of grant, provided however, that, then any remaining unvested Shares of Restricted Stock that would have vested if the pro-rata portion that vests Participant’s employment had continued for an additional twelve (12) months shall only become exercisable vested on the date of such Acceleration Event and cease to be Restricted Stock (but shall remain subject to Section 5 of the applicable portion Agreement). The Shares of each such Tranche would have otherwise Restricted Stock will become fully vested under the schedule described above on a Change in this Section 4(aControl. (iv) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination When any Shares of employment for any reasonRestricted Stock become vested, the Compensation Committee mayCompany shall promptly issue and deliver, unless the Company is using book entry, to the Participant a new stock certificate registered in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise name of the Options prior Participant for such Shares without the legend set forth in Section 4 hereof and deliver to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantParticipant any related other RS Property, subject to applicable withholding.

Vesting. The Options Share Units, if any, credited to your Account in accordance with Section 1 above shall be subject to the following vesting schedule: (i) One-third of the Share Units shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the following dates (subject to such rounding conventions as may be implemented from time to time by Teradata’s third party Plan administrator): (A) the Crediting Date, (B) the first three anniversaries anniversary of the Crediting Date, and (C) the second anniversary of the Crediting Date of Grant (each such onea “Vesting Date”), provided that you are continuously employed by Teradata until the applicable Vesting Date. (ii) If you cease to be employed by Teradata due to (A) your death, or (B) your Disability (defined by reference to Teradata’s long-third (1/3) term disability plan that covers you), in either case after the end of the Options which vest on each such anniversary shall be referred Performance Period but prior to herein as a “Tranche” and each such anniversary a Vesting Date, then the Share Units shall become fully vested upon such termination. (iii) unless previously If you cease to be employed by Teradata prior to a Change in Control due to (A) your Retirement (defined as termination by you of your employment with Teradata at or after age 55 with the consent of the Committee); or (B) a reduction-in-force, in either case after the end of the Performance Period but prior to a Vesting Date, then a portion of the Share Units credited to your Account that have not yet vested shall become fully vested upon such termination, determined by multiplying (I) the number of unvested Share Units credited to your Account on the date of termination that would have vested on the next Vesting Date had you remained employed with Teradata through such date, by (II) a fraction, the numerator of which is the number of full and partial months of employment you completed commencing with the Vesting Date that occurred immediately prior to your termination, and the denominator of which is 12 months (with the resulting product rounded to the nearest whole number); provided that if your termination occurs during the period commencing immediately after the end of the Performance Period but prior to the Crediting Date, the fraction described above shall be deemed to be 12/12. The remaining number of Share Units shall be forfeited without further action or forfeited notice. (iv) If a Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Share Units are not assumed, converted or replaced by the continuing entity, then the Share Units shall vest upon the Change in Control. (v) If a Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Share Units are assumed, converted or replaced by the continuing entity, then the Share Units shall continue to vest in accordance with the Plan or this AgreementSection 2(a)(i); provided, however, that if you cease to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates be employed by Teradata due to death or Permanent (A) termination of your employment by Teradata without Cause, (B) termination of your employment with Teradata on account of death, Disability, or Retirement, or a reduction-in-force, or (iiC) if you are a participant in the Participant’s employment terminates within two years after Teradata Change in Control Severance Plan, a Teradata Severance Policy or a similar arrangement that defines “Good Reason” in the context of a resignation following a Change in Control without Cause or (a “CIC Plan”), termination of your employment with Teradata for “Good Reason. Further, provided, ” as defined in the event of CIC Plan within the Participant’s Retirementtwo-year period commencing on the Change in Control, a separate pro-rata portion of then the Tranche of Options (Share Units credited to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options your Account that have not yet vested shall vest pro-rata in full upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Granttermination.

Vesting. The Options shall (a) LINN Incentive Units will vest and become exercisable as follows: one-third (1/3i) of the Options shall vest and become exercisable ten percent (10%) on each of the first three five (5) anniversaries of the Date date of Grant the grant (each each, an “Annual Vesting Date”) and (ii) any LINN Incentive Units not vested pursuant to clause (i) hereof shall vest on the date of a Vesting Event (as defined below). In addition, upon a Company MSA Termination, if less than 50% of the LINN Incentive Units are vested at such one-third time, an additional ten percent (1/310%) of the Options which LINN Incentive Units (or such lesser amount as is sufficient to cause 50% of the LINN Incentive Units to be vested) will vest on each such anniversary shall be referred to herein effective as of the Company MSA Termination Date; provided that if the Company MSA Termination occurs as a “Tranche” and result of a LINN Event, then such vesting shall not occur. (b) Annual vesting will continue during the MSA Transition Period. In addition, as of the end of the MSA Transition Period, vesting will be deemed to have occurred on a monthly basis at the rate of 0.83% for each such anniversary a month following the immediately preceding Annual Vesting Date) unless previously vested or forfeited . For example, if the MSA Transition Period ended one month following the Annual Vesting Date, an additional 0.83% vesting will be deemed to occur (1 month following the immediately preceding Annual Vesting Date x 0.83%). If the MSA Transition Period ended one month prior to the Annual Vesting Date, an additional 9.13% vesting will be deemed to have occurred (11 months following the immediately preceding Annual Vesting Date x 0.83%). If LINN breaches its obligations under the MSA during the MSA Transition Period and such breach would have given the Company the right to terminate the MSA in accordance with the Plan or its terms, LINN shall forfeit any rights to any further vesting set forth in this Agreement; provided, however, section effective from date of such breach (and any distributions that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change would have been made in Control without Cause or for Good Reason. Further, provided, in the event respect of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of any unvested Options LINN Incentive Units that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under LINN Incentive Units absent such breach). For the schedule described above avoidance of doubt, no further vesting shall occur following the termination of the MSA other than in accordance with this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant4.1(b).

Vesting. The (a) Subject to Section 3 hereof and contingent upon the Optionee’s continued employment with the Company until the applicable vesting date (except as otherwise provided in paragraphs (b) and (c) below), the Replacement Options shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event One-third of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Replacement Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date Replacement Option Grant Date. (ii) One-third of Grantthe Replacement Options shall vest on the second anniversary of the Replacement Option Grant Date. (iii) The remaining Replacement Options shall vest on the third anniversary of the Replacement Option Grant Date. As used herein, “vested” Options shall mean those Options which (1) shall have become exercisable pursuant to the terms of this Agreement and (2) shall not have been previously exercised. (b) If, prior to vesting of the Replacement Options under paragraph (a) above the Optionee has a Separation from Service (as defined in the Plan) with the Company or any of its subsidiaries for any reason (voluntary or involuntary), then such non-vested Replacement Options shall be immediately and irrevocably forfeited, except as otherwise provided in Section 6(j)(ii) of the Plan (Separation from Service by reason of death or Retirement) or Section 11 of the Plan (Separation from Service following a Change in Control). Following Separation from Service, the Optionee’s vested Replacement Options shall remain exercisable for a limited period of time, as set forth in Section 6(j) or Section 11 of the Plan, as applicable. Notwithstanding anything to the contrary in the Plan or this Agreement, and for purposes of clarity, any Separation from Service shall be effective as of the date the Optionee’s active employment ends and shall not be extended by any statutory or common law notice period. (c) If, prior to the vesting of the Replacement Options under paragraph (a) above the Optionee is determined by the insurance carrier under the Company’s then-current long-term disability plan to be entitled to receive benefits under such plan, and, by reason of such disability, is deemed to have a Separation from Service (within the meaning of the Plan), then an amount of unvested Replacement Options shall vest as described on Section 6(j)(iii) of the Plan, and the Optionee’s vested Replacement Options shall be exercisable for a limited period of time as described in Section 6(j)(iii) of the Plan.

Vesting. The Options (a) To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, as calculated in accordance with Section 4 (the “Earned Amount”), and the Participant’s rights to such vested number of Restricted Share Units shall become exercisable nonforfeitable as follows: one-third (1/3) of the Options last day of the Performance Period, subject to Section 3(d) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the minutes of a meeting of the Committee) the extent to which the Performance Criteria and all other material terms of this Agreement have been met. (b) In the event the Participant dies or terminates employment on account of a Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as is equal to the product of (i) the Earned Amount that the Participant would have earned had he not died or suffered a Disability and become exercisable (ii) the quotient of (A) the number of days beginning on each the first day of the first three anniversaries Performance Period and ending on the date of the Date of Grant (each such one-third (1/3) of Participant’s death or the Options which vest on each such anniversary shall be referred to herein date the Participant’s employment is terminated as a “Tranche” result of Disability, as applicable, and each such anniversary a Vesting Date(B) unless previously vested or forfeited the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Plan Performance Criteria) and the Participant’s, or the Participant’s estate or beneficiaries in the event of Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 5 hereof had participant not died or suffered a Disability. (c) In the event this Agreement; providedAward Agreement is assumed in connection with a Change in Control, however, that the Committee shall make such adjustments to the extent then unvested, Performance Criteria as are necessary to equitably account for the Options shall immediately become vested and exercisable if: (i) Change in Control. In the event the Participant’s employment terminates due with or service to death the Company or Permanent Disabilityany of its Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, or and before the Restricted Share Units have become vested under Section 3(a) or (iib), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria) and the Participant’s rights to such vested amount of Restricted Share Units shall become nonforfeitable as of the date on which the Participant’s employment terminates within two years after a Change with or service to the Company is terminated. (d) Except as provided in Control without Cause Section 3(b) or for Good Reason. Further(c) above, provided, in the event of if the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by employment with the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment terminates for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options reason prior to the satisfaction expiration of such requirement. Any fractional Options that would result from application of this Section 4(a) the Performance Period, all then-unvested Restricted Share Units shall be aggregated canceled immediately and shall vest on not be payable to the first anniversary of the Date of GrantParticipant.

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that Subject to the extent then unvestedParticipant’s not having a Termination of Relationship and except as otherwise set forth in Section 7 hereof, the Options shall become non- forfeitable and exercisable (any Options that shall have become non-forfeitable and exercisable pursuant to this Section 4, the “Vested Options”) as follows: (a) in such percentages as on such dates as set forth on the Certificate of Grant of this Award under “Vesting Schedule”; or (b) in the event of 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 Vested Options, and exercisable if: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 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 Relationship had occurred; (e) in the event of (i) the Participant’s employment terminates due to death or Permanent Disability, oroccurrence of a Change of Control and (ii) the Participant’s employment terminates within two years after thereafter, a Change in Control without Cause or for Good Reason. Further, provided, in the event Termination of Relationship of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one any of its Subsidiaries since Affiliates (or successors in interest) without Cause or by the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up Participant for Good Reason that occurs prior to the nearest whole number)second anniversary of the Change of Control, then each outstanding Option which has not theretofore become a Vested Option pursuant to Section 4(a) shall become a Vested Option on the date of such Termination of Relationship; or (f) except as otherwise provided howeverabove with respect to a Special Termination, thatdeath, or Retirement with Notice or a Termination of Relationship as provided in Section 4(e) above, upon a Termination of Relationship for any other reason, the pro-rata unvested portion of the Option (i.e. , that vests portion which does not constitute Vested Options) shall only become exercisable terminate and cease to be outstanding on the date the applicable portion Termination of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated Relationship occurs and shall vest on the first anniversary of the Date of Grantno longer be eligible to become Vested Options.

Vesting. A. The Options Participant shall vest and become exercisable as follows: onehave a non-third (1/3) forfeitable right to a portion of the Options Award only upon the vesting dates specified on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of any Award shall vest become vested on the vesting date unless the Participant is then, and become exercisable on each since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then outstanding and unvested portion of the first three anniversaries Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the Plan. B. The Award will become eligible to vest upon achievement of the Date of Grant Granted PSUs goals (each such one-third (1/3) “Performance Goals”), as adopted by the Committee in the first calendar quarter of the Options year in which the Award is granted and communicated. The calculation of the number of Granted PSUs that will vest is specified in the Long-Term Incentive Program Overview for Executives for the year in which the Award is granted (“LTI Overview”), which is also found on each such anniversary shall be your Fidelity stock plan account. Granted PSUs that become eligible to vest are referred to herein as a the “TrancheEligible PSUs.” In the event and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent that the Performance Goals are not satisfied, such Granted PSUs shall not become eligible to vest and shall be immediately forfeited. As specified in the Performance Goals, in the event and to the extent that the Performance Goals are exceeded, an additional number of Granted PSUs will become eligible to vest. In no event shall the number of Eligible PSUs exceed 200% of the number of Granted PSUs. All Eligible PSUs shall vest on the later of the third anniversary of the Grant Date or the date of the Committee’s determination of the degree to which the Performance Goals have been satisfied (the “Vesting Date”). C. Except as otherwise provided in the Plan, upon termination of the Participant’s employment with the Company and its Affiliates for any reason, any portion of the Award that is not then unvestedvested will immediately terminate, the Options shall immediately become vested and exercisable ifexcept as follows: (i) any portion of the Award held by the Participant immediately prior to the Participant’s termination of employment terminates due to on account of death or Permanent DisabilityDisability will, orto the extent not vested previously, become fully vested upon the later of (a) the date of death or Disability of the Participant or (b) the determination of the Eligible PSUs based on the Performance Goals and the Committee’s approval, even if such determination occurs following the date of death or Disability of the Participant; and (ii) any portion of the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in Award held by the event of Participant immediately prior to the Participant’s Retirement, a separate pro-rata to the extent not vested previously, will become fully vested upon the later of the date of Retirement or determination of the Eligible PSUs based on the Performance Goals and the Committee’s approval for fifty percent (50%) of the number of Eligible PSUs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible PSUs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Eligible PSUs of the Award. For the avoidance of doubt, Retirement means the Participant’s leaving the employment of the Company and its Affiliates after reaching age 55 with ten (10) consecutive years of service with the Company or its Affiliates, but not including pursuant to any termination For Cause or any termination for insufficient performance, as determined by the Company. D. Notwithstanding anything herein to the contrary, any portion of the Tranche of Options (Award held by a Participant or a Participant’s permitted transferee immediately prior to the extent then unvested) during which cessation of the Retirement occurs Participant’s employment For Cause shall immediately become vested. The number terminate at the commencement of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable business on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Granttermination.

Vesting. The Options Subject to the Optionee’s continued employment or other service relationship with the Company or its Subsidiaries through each applicable vesting date (except as otherwise provided in this Section 4), the Option shall vest become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable as follows: one-third according to the following provisions: (1/3a) Twenty percent (20%) of the Options Tranche A Option shall vest become a Vested Option and shall become exercisable on each of the first three five (5) anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable ifthat: (i) the Participantentire Tranche A Option shall immediately become a Vested Option and shall become exercisable on the sixth (6) monthly anniversary of a Change in Control; provided, further, that if a Termination of Relationship occurs within six (6) months following a Change in Control as a result of (a) a termination of the Optionee’s employment terminates due to death or Permanent other service relationship by the Company or its Subsidiaries without Cause or (b) the Optionee’s death, serious illness or Disability, the entire Tranche A Option shall immediately become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a), and (ii) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the installment of the Tranche A Option scheduled to vest on the anniversary of the Grant Date next following such Termination of Relationship (if any) shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the number of Option Shares equal to 20% of the Tranche A Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the last anniversary of the Grant Date prior to the date of the Termination of Relationship or, if no such anniversary date has yet occurred, the Grant Date, and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Tranche A Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control (notwithstanding the provisions of Section 4(a)(i)) and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. (b) The Tranche B Option shall become a Vested Option and shall become exercisable as follows: (i) Fifty percent (50%) of the Tranche B Option shall become a Vested Option and shall become exercisable upon any Measurement Date if Apollo has achieved a MOIC of at least one and three-quarters (1.75), as calculated by the Committee; and (ii) Up to fifty percent (50%) of the Tranche B Option shall become a Vested Option and shall become exercisable upon any Measurement Date if Apollo has achieved a MOIC of greater than one and three-quarters (1.75) and up to two and one-quarter (2.25), determined based on linear interpolation between such MOIC achievement levels, as calculated by the Committee. If a Termination of Relationship occurs (x) prior to the occurrence of a Change in Control and (y) as a result of (A) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, the unvested portion of the Tranche B Option (if any) shall remain outstanding and eligible to become a Vested Option during the 90 day period following such Termination of Relationship upon achievement of the performance criteria set forth in Section 4(b) (after giving effect to Section 4(c)(i), if applicable) during such 90 day period, and any such portion that becomes a Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of Relationship occurred on the date of vesting; provided, that any portion of the Tranche B Option which remains unvested as of (I) the end of such 90 day period, or, (II) if earlier, after giving effect to the application of Section 4(c)(i) to the extent a Change in Control occurs and Apollo elects to give effect to Section 4(c)(i), shall be immediately forfeited; provided, further, that if a Change in Control occurs during such 90 day period and Apollo does not elect to give effect to Section 4(c)(i), any unvested portion of the Tranche B Option shall remain outstanding and the provisions of Section 4(b)(2) below (and not the provisions of Section 4(c)(ii)) will apply to such unvested portion of the Tranche B Option. If a Termination of Relationship occurs (a) following the occurrence of a Change in Control in which Apollo elected to give effect to Section 4(c)(ii) and (b) as a result of (x) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause or (y) the Optionee’s death, serious illness or Disability, then Apollo shall elect one of the following two alternatives: (1) The term Measurement Date shall be deemed amended to also mean the date of such Termination of Relationship, and the fair value (as reasonably determined in good faith by the Apollo Holders) as of the date of such termination of any Non- Cash Consideration received by the Apollo Holders upon or prior to such Measurement Date (that has not previously become, or been treated as, Cash Consideration) shall be treated as Cash Consideration. Any portion of the Tranche B Option which does not become a Vested Option upon the occurrence of such Termination of Relationship, in accordance with the performance criteria set forth in Section 4(b) (after giving effect to this Section 4(b)(1)), shall be immediately forfeited. Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(b)(1) shall remain outstanding pursuant to the provisions of Section 8(a); or (2) The unvested portion of the Tranche B Option (if any) as of the date of such Termination of Relationship shall remain outstanding and eligible to become a Vested Option upon any future Measurement Date, in accordance with the performance criteria set forth in Section 4(b), until the tenth anniversary of the Grant Date or, if earlier, the date on which the Tranche B Option terminates pursuant to this Agreement or the Plan for any reason other than set forth in Section 8(a)(ii) or 8(a)(iii). Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(b)(2) shall automatically terminate without consideration and shall become null and void and be of no further force and effect upon the earliest of (A) the tenth anniversary of the Grant Date, (B) the date of the Termination of Relationship of the Optionee for Cause and (C) the 90th day following the date that the applicable unvested portion of the Tranche B Option becomes a Vested Option. (c) Upon the occurrence of a Change in Control with respect to which the Apollo Holders receive any Non-Cash Consideration in lieu of, or in addition to, Cash Consideration, Apollo shall elect one of the following two alternatives: (i) The term Measurement Date shall be deemed amended to also mean the date of such Change in Control, and the fair value (as reasonably determined in good faith by the Apollo Holders) as of the date of such Change in Control of any such Non-Cash Consideration shall be treated as Cash Consideration. Any portion of the Tranche B Option which does not become a Vested Option upon the occurrence of such Change in Control, in accordance with the performance criteria set forth in Section 4(b) (after giving effect to this Section 4(c)(i)), shall be immediately forfeited. Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(c)(i) shall remain outstanding pursuant to the provisions of Section 8(a); or (ii) Any portion of the Participant’s employment terminates within two years after Tranche B Option which does not become a Vested Option upon the occurrence of such Change in Control shall remain outstanding and eligible to become a Vested Option upon any future Measurement Date in accordance with the performance criteria set forth in Section 4(b), until the Tranche B Option terminates pursuant to this Agreement or the Plan (including, without Cause limitation, in connection with a Termination of Relationship pursuant to Section 8(a)). Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(c)(ii) shall remain outstanding pursuant to the provisions of Section 8(a). (d) Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for Good Reason. Furtherany reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options Optionee (to the extent then whether vested or unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantforfeited.

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

Vesting. The Options (a) To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, as calculated in accordance with Section 4 (the “Earned Amount”), and the Participant’s rights to such vested number of Restricted Share Units shall become exercisable nonforfeitable as follows: one-third (1/3) of the Options last day of the Performance Period, subject to Section 3(d) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the minutes of a meeting of the Committee) the extent to which the Performance Criteria and all other material terms of this Agreement have been met. (b) In the event the Participant dies or terminates employment on account of a Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as is equal to the product of (i) the Earned Amount that the Participant would have earned had he not died or suffered a Disability and become exercisable on each (ii) the quotient of (A) the number of days beginning with the first day of the first three anniversaries Performance Period and ending on the date of the Date of Grant (each such one-third (1/3) of Participant’s death or the Options which vest on each such anniversary shall be referred to herein date the Participant’s employment is terminated as a “Tranche” result of Disability, as applicable, and each such anniversary a Vesting Date(B) unless previously vested or forfeited the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Plan Performance Criteria) and the Participant’s, or the Participant’s estate or beneficiaries in the event of Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 5 hereof had the Participant not died or suffered a Disability. (c) In the event this Agreement; providedAward Agreement is assumed in connection with a Change in Control, however, that the Committee shall make such adjustments to the extent then unvested, Performance Criteria as are necessary to equitably account for the Options shall immediately become vested and exercisable if: (i) Change in Control. In the event the Participant’s employment terminates due with or service to death the Company or Permanent Disabilityany of its Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, or and before the Restricted Share Units have become vested under Section 3(a) or (iib), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria) and the Participant’s rights to such vested amount of Restricted Share Units shall become nonforfeitable as of the date on which the Participant’s employment terminates within two years after a Change with or service to the Company is terminated. (d) Except as provided in Control without Cause Section 3(b) or for Good Reason. Further(c) above, provided, in the event of if the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by employment with the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment terminates for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options reason prior to the satisfaction expiration of such requirement. Any fractional Options that would result from application of this Section 4(a) the Performance Period, all then-unvested Restricted Share Units shall be aggregated canceled immediately and shall vest on not be payable to the first anniversary of the Date of GrantParticipant.

Vesting. The Options Subject to the Optionee’s continued employment or other service relationship with the Company or its Subsidiaries through each applicable vesting date (except as otherwise provided in this Section 4), the Option shall vest become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable as follows: one-third according to the following provisions: (1/3a) Twenty percent (20%) of the Options Tranche A Option shall vest become a Vested Option and shall become exercisable on each of the first three five (5) anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable ifthat: (i) the Participantentire 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 the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a), and (ii) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause, (B) the Optionee’s death, serious illness or Disability or (C) any resignation by the Optionee for Good Reason, (1) the installment of the Tranche A Option scheduled to vest on the anniversary of the Grant Date next following such Termination of Relationship (if any) shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the number of Option Shares equal to 20% of the Tranche A Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the last anniversary of the Grant Date prior to the date of the Termination of Relationship or, if no such anniversary date has yet occurred, the Grant Date, and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Tranche A Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control (notwithstanding the provisions of Section 4(a)(i)) and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. (b) The Tranche B Option shall become a Vested Option and shall become exercisable as follows: (i) Fifty percent (50%) of the Tranche B Option shall become a Vested Option and shall become exercisable upon any Measurement Date if Apollo has achieved a MOIC of at least one and three-quarters (1.75) as calculated by the Committee; and (ii) Up to fifty percent (50%) of the Tranche B Option shall become a Vested Option and shall become exercisable upon any Measurement Date if Apollo has achieved a MOIC of greater than one and three-quarters (1.75) and up to two and one-quarter (2.25), determined based on linear interpolation between such MOIC achievement levels as calculated by the Committee. If a Termination of Relationship occurs (x) prior to the occurrence of a Change in Control and (y) as a result of (A) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause, (B) the Optionee’s death, serious illness or Disability or (C) any resignation by the Optionee for Good Reason, the unvested portion of the Tranche B Option (if any) shall remain outstanding and eligible to become a Vested Option during the 90 day period following such Termination of Relationship upon achievement of the performance criteria set forth in Section 4(b) (after giving effect to Section 4(c)(i), if applicable) during such 90 day period, and any such portion that becomes a Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of Relationship occurred on the date of vesting; provided, that any portion of the Tranche B Option which remains unvested as of (I) the end of such 90 day period, or, (II) if earlier, after giving effect to the application of Section 4(c)(i) to the extent a Change in Control occurs and Apollo elects to give effect to Section 4(c)(i), shall be immediately forfeited; provided, further, that if a Change in Control occurs during such 90 day period and Apollo does not elect to give effect to Section 4(c)(i), any unvested portion of the Tranche B Option shall remain outstanding and the provisions of Section 4(b)(2) below (and not the provisions of Section 4(c)(ii)) will apply to such unvested portion of the Tranche B Option. If a Termination of Relationship occurs (a) following the occurrence of a Change in Control in which Apollo elected to give effect to Section 4(c)(ii) and (b) as a result of (x) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause, (y) the Optionee’s death, serious illness or Disability or (z) any resignation by the Optionee for Good Reason, then Apollo shall elect one of the following two alternatives: (1) The term Measurement Date shall be deemed amended to also mean the date of such Termination of Relationship, and the fair value (as reasonably determined in good faith by the Apollo Holders) as of the date of such termination of any Non-Cash Consideration received by the Apollo Holders upon or prior to such Measurement Date (that has not previously become, or been treated as, Cash Consideration) shall be treated as Cash Consideration. Any portion of the Tranche B Option which does not become a Vested Option upon the occurrence of such Termination of Relationship, in accordance with the performance criteria set forth in Section 4(b) (after giving effect to this Section 4(b)(1)), shall be immediately forfeited. Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(b)(1) shall remain outstanding pursuant to the provisions of Section 8(a); or (2) The unvested portion of the Tranche B Option (if any) as of the date of such Termination of Relationship shall remain outstanding and eligible to become a Vested Option upon any future Measurement Date, in accordance with the performance criteria set forth in Section 4(b), until the tenth anniversary of the Grant Date or, if earlier, the date on which the Tranche B Option terminates due pursuant to death this Agreement or Permanent Disabilitythe Plan for any reason other than set forth in Section 8(a)(ii) or 8(a)(iii). Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(b)(2) shall automatically terminate without consideration and shall become null and void and be of no further force and effect upon the earliest of (A) the tenth anniversary of the Grant Date, (B) the date of the Termination of Relationship of the Optionee for Cause and (C) the 90th day following the date that the applicable unvested portion of the Tranche B Option becomes a Vested Option. (c) Upon the occurrence of a Change in Control with respect to which the Apollo Holders receive any Non-Cash Consideration in lieu of, or in addition to, Cash Consideration, Apollo shall elect one of the following two alternatives: (i) The term Measurement Date shall be deemed amended to also mean the date of such Change in Control, and the fair value (as reasonably determined in good faith by the Apollo Holders) as of the date of such Change in Control of any such Non-Cash Consideration shall be treated as Cash Consideration. Any portion of the Tranche B Option which does not become a Vested Option upon the occurrence of such Change in Control, in accordance with the performance criteria set forth in Section 4(b) (after giving effect to this Section 4(c)(i)), shall be immediately forfeited. Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(c)(i) shall remain outstanding pursuant to the provisions of Section 8(a); or (ii) Any portion of the Participant’s employment terminates within two years after Tranche B Option which does not become a Vested Option upon the occurrence of such Change in Control shall remain outstanding and eligible to become a Vested Option upon any future Measurement Date in accordance with the performance criteria set forth in Section 4(b), until the Tranche B Option terminates pursuant to this Agreement or the Plan (including, without Cause limitation, in connection with a Termination of Relationship pursuant to Section 8(a)). Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(c)(ii) shall remain outstanding pursuant to the provisions of Section 8(a). (d) Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for Good Reason. Furtherany reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options Optionee (to the extent then whether vested or unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantforfeited.

Vesting. The Options Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3,4 the RSUs shall vest and become exercisable as follows: one-third (1/3that is, the Restricted Period with respect thereto shall terminate) of pursuant to the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this AgreementSchedule; provided, however, that the unvested RSUs shall vest in full during the Vesting Period on the date, (a) immediately preceding the effective date of the Recipient’s Retirement as determined by the Committee in relation to the extent then unvestedRSUs: either (A) after reaching age 70 or (B) after reaching age 55 and having been employed or engaged by the Company or any Subsidiary for 15 years (provided that, if the Recipient retires after reaching age 56, for each year after age 55, the Options Recipient may work one year less for the Company or any Subsidiary, as applicable, and still be qualified for Retirement under this sub-section (B)5), (b) immediately preceding the Recipient’s death or the effective date of the Recipient’s Disability, or (c) immediately preceding the effective date of the termination of the Recipient’s employment or engagement with the Company or any Subsidiary by the Company or Subsidiary (which, whenever used in this Agreement, includes any such entity’s successor) without Cause,6 or by the Recipient for a Good Reason,7 in either case only in connection with or within 24 months following a Sale Event.8 The Recipient explicitly acknowledges and agrees that the granting or vesting of the RSUs 4 For example, pursuant to section 3, before the Vesting Start Date, (I) if the Recipient’s employment or engagement with the Company or any Subsidiary is terminated by the Recipient for any reason, or (II) if the Recipient retires, dies or becomes Disabled, the RSUs shall be forfeited in their entirety and no distribution or payment of any amount under such RSUs shall ever be made to the Recipient. 5 For example, if the Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 10 years to be qualified for retirement and receive the RSU Shares; and for example, if the Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 5 years to be qualified for retirement and receive the RSU Shares. 6 “Cause” means, in addition to any cause for termination as provided in any other applicable written agreement between the Company, the applicable Subsidiary, or the acquirer or successor of the Company or Subsidiary, and the Recipient, (i) conviction of any felony, (ii) any material breach or violation by the Recipient of any agreement to which the Recipient and the Company or the Subsidiary that employs or engages the Recipient are parties or of any published policy or guideline of the Company, (iii) any act (other than retirement or other termination of employment or engagement) or omission to act by the Recipient which may have a material and adverse effect on the business of the Company or Subsidiary or on the Recipient’s ability to perform services for the Company or Subsidiary, including habitual insobriety or substance abuse or the commission of any crime, gross negligence, fraud or dishonesty with regard to the Company or Subsidiary, or (iv) any material misconduct or neglect of duties and responsibilities by the Recipient in connection with the business or affairs of the Company or Subsidiary; provided, however, that the Recipient first shall have received written notice, which shall specifically identify what the Company or Subsidiary believes constitutes Cause, and if the breach, act, omission, misconduct or neglect is capable of being cured, the Recipient shall have failed to cure after 15 days following such notice. 7 A “Good Reason” means the occurrence of any of the following events: (i) a material adverse change in the functions, duties or responsibilities of the Recipient’s position (other than a termination by the Company or Subsidiary) which would meaningfully reduce the level, importance or scope of such position (provided that, a change in the person, position and/or department to whom the Recipient is required to report shall not by itself constitute a material adverse change in the Recipient’s position), (ii) the relocation of the Company or Subsidiary office at which the Recipient is principally located immediately become vested prior to a Sale Event (the “Original Office”) to a new location outside of the metropolitan area of the Original Office or the failure to place the Recipient’s own office in the Original Office (or at the office to which such office is relocated which is within the metropolitan area of the Original Office), or (iii) a material reduction in the Recipient’s base salary and exercisable if: incentive compensation opportunity as in effect immediately prior to a Sale Event; provided, however, that, within 90 days of the incident that provides the basis for a Good Reason termination, the Recipient shall have provided the Company or Subsidiary a written notice specifically identifying what the Recipient believes constitutes a Good Reason, and the Company or Subsidiary shall have failed to cure the adverse change, relocation or compensation reduction after 30 days following such notice. 8 A “Sale Event” shall mean (i) the Participant’s employment terminates due to death sale or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause other disposition of all or for Good Reason. Further, provided, in the event substantially all of the Participant’s Retirement, a separate pro-rata portion assets of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one the Subsidiary that employs or engages the Recipient, including a majority or more of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise all outstanding stock of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest Subsidiary, on the first anniversary of the Date of Grant.a

Vesting. The Options shall RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and become exercisable as follows: one-third will be immediately settled in shares of Common Stock and be immediately transferable thereafter (1/3but in any event within 70 days) upon the occurrence of any of the Options following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and become exercisable be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any then- completed year(s) in the performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not then been completed, it will be assumed that the Company achieved “target” performance on each of the first three anniversaries performance measures for such year(s), resulting in the payment of 100% of the Date of Grant (each such one-third (1/3) of the Options which vest on each total target RSU award amount of this grant relating to such anniversary shall year(s). All RSUs will be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance upon termination of the Employee’s employment with the Plan or this Agreement; providedEmployer before the Vesting Date for a reason other than death, however, that to the extent then unvestedDisability, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after circumstances of a Change in Control without Cause or described above, as provided for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested Company’s Executive Severance Pay Plan under the schedule circumstances described above in this Section 4(a) absent such Retirement. Notwithstanding above, or retirement from the foregoing sentences, Company upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining or after attaining age 62 and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.10

Vesting. The Options shall vest and become exercisable (a) Except as follows: may otherwise be provided herein, (i) one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant RSUs (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up rounded down to the nearest whole number), provided however, that, the pro-rata portion that vests Share) shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Grant Date, (ii) one-third of the RSUs (rounded down to the nearest whole Share) shall become vested on the second anniversary of the Grant Date and (iii) the remainder of Grantthe RSUs shall become vested on the third anniversary of the Grant Date, in the case of each of clauses (i), (ii) and (iii), subject to Participant not having incurred a Termination of Service prior to the applicable vesting date. (b) Except as provided in the immediately following sentence, if Participant incurs a Termination of Service, any unvested RSUs shall be forfeited by Participant without consideration therefor. Notwithstanding the foregoing, if Participant incurs a Termination of Service (i) as a result of termination by the Company or its Affiliate without Cause on or after the first anniversary of the Grant Date, or (ii) due to Participant’s death or Disability, in each case, any unvested RSUs that are outstanding immediately prior to such Termination of Service and that would have vested on the next vesting date shall vest pro-rata as of the date of Participant’s Termination of Service, with the number of RSUs vesting to be determined by multiplying the number of unvested RSUs that would have vested on the next vesting date by a fraction, the numerator of which is the number of days between the prior vesting date (or Grant Date if no vesting date occurred prior to Participant’s Termination of Service) and the date of Participant’s Termination of Service and the denominator of which is 365.

Vesting. The Options (a) As of the Date of Xxxxx, all Award Shares are unvested. All Award Shares shall vest and become exercisable vested following the Date of Grant, unless vested or forfeited earlier in accordance with this Agreement, as follows: one• One-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall Award Shares will vest on the first anniversary of the Date of Grant if the closing of the merger with HomeStreet, Inc. (the “Merger”) has occurred prior to the first anniversary of the Date of Grant; otherwise, if the closing of the Merger occurs after the first anniversary of the Date of Grant, one-third (1/3) of Award Shares will vest on the date of closing of the Merger (rounding down to the next whole Award Share); • One-third (1/3) of Award Shares will vest on the second anniversary of the Date of Grant (subject to the closing of the Merger) (rounding down to the next whole Award Share); and • The remainder of Award Shares will vest on the third anniversary of the Date of Grant (subject to the closing of the Merger). provided that, in each case, except as otherwise specifically provided otherwise in a written agreement between you and the Company, your Continuous Service (as defined in the Plan) does not terminate prior to the applicable vesting date; and provided further that, if the merger agreement related to the Merger is terminated for any reason prior to closing of the Merger, all Award Shares shall be forfeited immediately for no consideration due and this Agreement shall immediately terminate. (b) Notwithstanding anything herein to the contrary, if, prior to the vesting of the Award Shares in accordance with Section 2(a) above, there is a Change of Control, as defined in Section 14 of the Plan, all Award Shares shall become vested upon the earlier of (i) the vesting of the Award Shares in accordance with Section 2(a) above; (ii) the one-year anniversary of such Change of Control; or (iii) the date of termination of your Continuous Service without Cause or by you for Good Reason, in each case, during the one-year period following such Change of Control, provided that, in all cases with respect to 2(b)(i)-(iii) above, the closing of the Merger shall have occurred, and such conditions set forth in 2(b)(i)-(iii) above, if they occur prior to the Merger, shall automatically be extended through the date of the Merger if the Merger closes. (c) For purposes of this Agreement, “Cause” shall be as set forth in Section 14 of the Plan.

Vesting. The Options (a) So long as the Grantee continues to be Employed through the applicable vesting date, the Restricted Stock shall vest and become exercisable as follows: to one-third (1/3) of such Shares on each of the Options third, fourth and fifth anniversaries of the Effective Date. (b) Notwithstanding the foregoing, if the Grantee’s Employment is terminated without Cause by the Company Group or by the Grantee for Good Reason, the Restricted Stock shall vest and become exercisable vested, to the extent not previously vested, as of immediately prior to such termination: (i) if such termination occurs at least six months after the Effective Date but prior to the first anniversary of the Effective Date, with respect to 20% of the Restricted Stock; or (ii) if such termination occurs on or after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date, with respect to the total percentage of the Restricted Stock that would have been vested as of such termination date, if the Restricted Stock had originally vested with respect to 20% of such Shares on each of the first three five anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Effective Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that in any event, if such termination occurs on or subsequent to the first date, following an Initial Public Offering (as defined in the Stockholder’s Agreement), on which the Sponsors, collectively, are the Beneficial Owners of less than 40% of the aggregate number of shares of Common Stock of which the Sponsors, collectively, are the Beneficial Owners as of the Grant Date, then the Restricted Stock shall become vested, to the extent then unvestednot previously vested, with respect to 100% of the Options shall immediately become vested and exercisable if:Restricted Stock. (ic) the Participant’s employment terminates due to death Notwithstanding any of Section 3(a) or Permanent Disability(b) above, or (ii) the Participant’s employment terminates within two years after upon a Change in of Control without Cause or for Good Reason. Further, provided, in on a date when the event Grantee is Employed with any member of the Participant’s Retirement, a separate pro-rata portion Company Group (disregarding any termination occurring on the date of the Tranche Change of Options (Control), any then-outstanding and unvested Restricted Stock shall automatically become vested, to the extent then unvestednot previously vested, with respect to 100% of the Restricted Stock immediately prior to the Change of Control. (d) during which the Retirement occurs shall immediately Any Shares that become vested. The number of unvested Options that shall vest pro-rata upon Retirement vested pursuant to this Section 3 shall be calculated by multiplying referred to as “Vested Restricted Stock.” (Ae) Subject to the quotient obtained by dividing provisions of Section 3(b) above, if the number of completed months that Grantee’s employment with the Participant was employed Company Group is terminated for any reason by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise member of the Options prior to Company Group, or by the satisfaction of Grantee, any Restricted Stock that has not yet become Vested Restricted Stock at such requirement. Any fractional Options that would result from application of this Section 4(a) time shall be aggregated and shall vest on forfeited by the first anniversary of the Date of GrantGrantee without consideration therefor.

Vesting. The Options (a) So long as the Grantee continues to be Employed through the applicable vesting date, the Restricted Stock shall vest as to 25% of such Shares on each of April 1, 2015, April 1, 2016, April 1, 2017 and April 1, 2018. (b) Notwithstanding the foregoing, if the Grantee’s Employment is terminated without Cause by the Company Group or by the Grantee for Good Reason, the Restricted Stock shall become exercisable vested, to the extent not previously vested, as followsof immediately prior to such termination: one-third (1/3i) if such termination occurs at least six months after the Effective Date but prior to the first anniversary of the Options shall vest and become exercisable Effective Date, with respect to 25% of the Restricted Stock; or (ii) if such termination occurs on or after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date, with respect to the total percentage of the Restricted Stock that would have been vested as of such termination date, if the Restricted Stock had originally vested with respect to 25% of such Shares on each of the first three four anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Effective Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that in any event, if such termination occurs on or subsequent to the first date, following an Initial Public Offering (as defined in the Stockholder’s Agreement), on which the Sponsors, collectively, are the Beneficial Owners of less than 40% of the aggregate number of shares of Common Stock of which the Sponsors, collectively, are the Beneficial Owners as of the Grant Date, then the Restricted Stock shall become vested, to the extent then unvestednot previously vested, with respect to 100% of the Options shall immediately become vested and exercisable if:Restricted Stock. (ic) the Participant’s employment terminates due to death Notwithstanding any of Section 3(a) or Permanent Disability(b) above, or (ii) the Participant’s employment terminates within two years after upon a Change in of Control without Cause or for Good Reason. Further, provided, in on a date when the event Grantee is Employed with any member of the Participant’s Retirement, a separate pro-rata portion Company Group (disregarding any termination occurring on the date of the Tranche Change of Options (Control), any then-outstanding and unvested Restricted Stock shall automatically become vested, to the extent then unvestednot previously vested, with respect to 100% of the Restricted Stock immediately prior to the Change of Control. (d) during which the Retirement occurs shall immediately Any Shares that become vested. The number of unvested Options that shall vest pro-rata upon Retirement vested pursuant to this Section 3 shall be calculated by multiplying referred to as “Vested Restricted Stock.” (Ae) Subject to the quotient obtained by dividing provisions of Section 3(b) above, if the number of completed months that Grantee’s employment with the Participant was employed Company Group is terminated for any reason by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise member of the Options prior to Company Group, or by the satisfaction of Grantee, any Restricted Stock that has not yet become Vested Restricted Stock at such requirement. Any fractional Options that would result from application of this Section 4(a) time shall be aggregated and shall vest on forfeited by the first anniversary of the Date of GrantGrantee without consideration therefor.

Vesting. The Options (a) Subject to the terms of this Section 3 and the terms of Appendix A, which is incorporated by reference herein, the Performance Share Units shall vest and become exercisable as follows: one-third (1/3) vested upon satisfaction of the Options Performance Goals and terms as set forth in Appendix A to this Award Agreement. The Committee shall determine whether such Performance Goals have been satisfied. (b) If the vesting terms set forth in Appendix A would produce fractional Performance Share Units, the number of Performance Share Units that vest shall be rounded down to the nearest whole Performance Share Unit. (c) Notwithstanding anything to the contrary contained in a written employment agreement, severance agreement, change of control agreement or other agreement entered into by and become exercisable on each between the Participant and the Employer, this Section 3(c) shall apply in the event of a Change of Control before the Vesting Date (a “Qualifying Change of Control”) and while the Participant continues to be employed by the Employer. (i) Effective as of immediately prior to a Qualifying Change of Control, but subject to the occurrence of such Change of Control, the number of Performance Share Units eligible to be vested shall be equal to the greater of the first three anniversaries number of shares of Common Stock under the (i) the Target Award multiplied by a fraction, the numerator of which is the number of days elapsed from the Date of Grant (each such one-third (1/3) to the date of the Options Qualifying Change of Control, and the denominator of which vest on each is the number of days in the Performance Period, and (ii) the Share Payout as a Percentage of Target Award as determined by the Committee under the terms of Appendix A through the latest practicable date prior to such anniversary Change of Control. For purposes of this Section 3(c)(i), the Company Relative TSR Percentile Rank shall be referred determined by reference to herein as a “Tranche” and each such anniversary a Vesting Datethe Company’s average relative TSR rank on the thirty (30) unless previously vested or forfeited consecutive trading days immediately preceding the Qualifying Change of Control. The number of Performance Share Units determined in accordance with this Section 3(c)(i) is referred to as the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or“Change of Control Adjusted Performance Share Units”. (ii) the Participant’s employment terminates within two years after a The Change in of Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs Adjusted Performance Share Units shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under on a Qualifying Change of Control and paid as soon as administratively practicable (but no later than thirty (30) days) following the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction occurrence of such requirement. Any fractional Options that would result from application Change of Control if a replacement or substitute award meeting the requirements of this Section 4(a3(c)(ii) is not provided to the Participant in respect of such Performance Share Units. An award meeting the requirements of this Section 3(c)(ii) is referred to below as a “Replacement Award”. An award shall be aggregated and shall vest on the first anniversary of the Date of Grant.qualify as a Replacement Award if:

Vesting. The Options shall Restricted Shares that have not previously been forfeited will vest in the numbers and become exercisable as follows: one-third (1/3) on the dates specified in the Vesting Schedule at the beginning of this Agreement. In addition, the Restricted Shares that have not previously vested or been forfeited will vest immediately upon the first to occur of the Options following events: (i) death of the Employee; (ii) Total Disability of the Employee; and, (iii) a Change of Control as defined in the Plan. Notwithstanding the foregoing, the number of Restricted Shares vesting on each date specified in the Vesting Schedule at the beginning of this Agreement may be reduced based upon the relationship of the Company’s actual fully-diluted earnings-per-share (“EPS”) for 2013 to budgeted EPS for 2013 and the achievement of positive net income for 2013, as specifically set forth on Exhibit A attached hereto, as such targets may be amended from time-to-time by the Board. The Committee shall vest determine whether the performance hurdle was achieved as promptly as practicable following review of the Company’s audited fiscal 2013 financial results. In the event that a reduction is applied to the Vesting Schedule at the beginning of this Agreement (a) such a reduction shall occur immediately upon determination by the Committee that the performance hurdle was not achieved and become exercisable (b) if such reduction would cause the number of Restricted Shares subject to vesting on each date specified in the Vesting Schedule to be a fraction of a share, the number of Restricted Shares subject to vesting on each of the first three anniversaries of two dates specified in the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary Vesting Schedule shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that rounded down to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pronearest whole-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing share while the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options Restricted Shares subject to this Agreement (rounding vesting on each of the last two dates specified in the Vesting Schedule shall be rounded up to the nearest whole number), provided however, that, the prowhole-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantshare.

Vesting. (i) The Options Holder shall vest and become exercisable vested in all of the Restricted Shares as follows: one-third (1/3) 25% of the Options total number of Restricted Shares shall vest and become exercisable vested on each of the first three anniversaries anniversary of the Effective Date (the “Initial Vesting Date”), and thereafter, 6.25% of Grant the total number of Restricted Shares shall become vested on each quarterly anniversary after the Initial Vesting Date (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date”), so that the Holder is vested in 100% of the Restricted Shares on the date which is four (4) unless previously vested or forfeited in accordance with years after the Plan or this AgreementEffective Date (the “Final Vesting Date”); provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, Holder is in the event continuous employ or service of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since affiliates at all times from the most recent Effective Date to the Final 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 by 36or any Vesting Date thereafter shall be rounded down to the nearest whole share; provided, by (B) however, that with respect to the vesting increment that occurs on the Final Vesting Date, the number of Options subject to this Agreement (rounding Restricted Shares that become vested on such Vesting Date shall be rounded up to the nearest whole number)share. (ii) Unless the Holder’s employment, provided however, thatconsulting or advisory relationship with the Company or one of its affiliates has earlier terminated, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the vesting schedule described above set forth in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a1(b)(i) shall be aggregated and shall vest on the first anniversary accelerated such that: (A) any portion of the Date Restricted Shares that has not vested shall immediately vest upon the occurrence of Grant.(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 result of the Holder’s death, and (B) 1. any portion of the Restricted Shares that has not vested shall immediately vest if (i) a Change in Control (as defined in the Plan) has occurred and (ii) the Holder has been terminated “Without Cause” within one year of the consummation of the Change in Control. For purposes of the foregoing, “

Vesting. The Options (a) This Option shall vest, meaning that the Participant shall earn the right to exercise the Shares, only as set forth in this Section 2; provided that the right to exercise shall be further governed by Section 3 below. Subject to the Participant’s continued employment with the Company, the Option shall vest and become exercisable as follows: with respect to one-third (1/3) of the Options Shares initially covered by the Option on each November 1 of 2005, 2006 and 2007, so that assuming such continued employment the Participant will be fully vested in and able to exercise the Option as to all the Shares on November 1, 2007 (the “Fully Vested Date”). At any time, the portion of the Option that has become vested and exercisable as described above (or pursuant to Section 2(b) or 2(c) below) is hereinafter referred to as the “Vested Portion.” (b) If prior to the Fully Vested Date, the Participant’s employment with the Company is terminated by the Company without Cause (as defined in Section 3) or by the Participant for Good Reason (as defined in Section 3), the Option (i) shall vest and become exercisable on each with respect to the portion of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, Option that to the extent then unvested, the Options shall immediately otherwise would have become vested and exercisable if:within the 12 months immediately succeeding such termination of employment, and (ii) to the extent not then vested, shall be canceled by the Company without consideration and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a); provided however that if a termination under the circumstances set forth above occurs on a vesting date, the Participant shall vest in the number of Shares that vest and become exercisable on that vesting date and he shall not be entitled to vest in or become able to exercise any additional Shares. (c) If the Participant’s employment with the Company is terminated by reason of the Participant’s death or Disability (as defined in Section 3), the Option shall, to the extent not then vested and exercisable, become fully vested and exercisable, and such Vested Portion shall remain outstanding for the period set forth in Section 3(a). (d) If the Participant’s employment with the Company is terminated for any reason not described in Sections 2(b) or 2(c), the Option shall, to the extent not then vested and exercisable, be canceled by the Company without consideration and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a). (e) Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Participant’s employment is terminated by the Company and its Subsidiaries without Cause or by the Participant for Good Reason during the six-month period immediately following a Change of Control (as defined below), the Option shall, to the extent not then vested and not previously canceled, immediately become fully vested and exercisable. For purposes of this Agreement, “Change of Control” shall mean the occurrence of any of the following: (i) the Participant’s employment terminates due sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to death any “person” or Permanent Disability“group” (as such terms are used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act (as defined in the Plan)) other than the Permitted Holders (as defined below), or (ii) any person or group, other than the Participant’s employment terminates within two years Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 60% of the total voting power of the voting stock of the Company, including by way of merger, consolidation or otherwise, (iii) the consummation of any transaction or series of transactions pursuant to which the Company is merged or consolidated with any other company, other than a Change in Control without Cause or for Good Reason. Further, provided, transaction which would result in the event shareholders of the Participant’s Retirement, a separate pro-rata portion Company (and their Affiliates (as defined in the Plan)) immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the Tranche surviving entity) more than 50% of Options (to the extent then unvested) during which combined voting power of the Retirement occurs shall immediately become vested. The number voting securities of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one such surviving entity outstanding immediately after such transaction or (iv) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board (as defined in the Plan) (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company, then still in office, who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board, then in office. “Permitted Holders” shall mean, as of the date of determination, any and all of (i) Hitachi, Ltd. and any of its Subsidiaries since the most recent Vesting Date by 36Affiliates, by (Bii) the number Clarity Partners, L.P. and any of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.Affiliates

Vesting. The Options (a) If Employee remains continuously employed by the Company from the Grant Date through [__________], this Performance Award shall vest in Employee on such date at the level set forth in the Notice based upon achievement of the Company performance objectives set forth in the Notice (“Performance Objectives”) during the period commencing on [__________] and become exercisable ending [__________] (the “Performance Period”). As soon as follows: oneadministratively practicable after the end of the Performance Period (or such earlier date as set forth in Sections 2(b), (c) or (d)), the Compensation Committee of the Board (“Committee”) shall affirm in writing the extent to which the Performance Objectives have been achieved and the number of units of Deferred Stock that are vested in Employee as a result of such achievement. (b) If on or after the eighteen-third month anniversary of the Grant Date and prior to the end of the Performance Period (1/3i) a “Change of Control” (as defined in Treasury Regulation Section 1.409A-3(i)(5) that also meets the definition of “Change of Control” under the Plan) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant Company occurs, (each such one-third (1/3ii) of the Options which vest on each such anniversary shall be referred to herein as Employee incurs a “TrancheDisability” and each such anniversary a Vesting Date(as defined in Treasury Regulation Section 1.409A-3(i)(4) unless previously vested that also meets the definition of “disability” under the Company’s long-term disability plan), or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (iiii) the ParticipantEmployee’s employment terminates due to death or Permanent DisabilityEmployee’s death, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and Performance Award shall vest on the first earliest of such events at the greater of the “Determined Percentage” (as defined below) and the “target” level of performance as set forth in the Notice. For this purpose, the “Determined Percentage” means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the date of the applicable vesting event was the most recently completed fiscal quarter of the Company. As soon as administratively practicable after the date of the applicable vesting event described in clauses (b)(i) or (b)(ii) above, the Committee shall affirm in writing the extent to which the Performance Objectives have been achieved and the number of units of Deferred Stock that vest as a result of such achievement. (c) If on or after eighteen-month anniversary of the Grant Date and prior to the end of Grantthe Performance Period the Employee terminates employment with the Company on or after age sixty for a reason other than death or Disability (“Retirement”), this Performance Award shall vest on the date of such termination due to Retirement (the “Retirement Date”) at the “Determined Percentage” (as defined below). For this purpose, the “Determined Percentage” means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the date of the applicable vesting event was the Employee’s Retirement Date, multiplied by a fraction, the numerator of which is equal to the number of Employee’s actual days of employment from the Grant Date to Employee’s Retirement Date, and the denominator of which is equal to the total number of days in the Performance Period. As soon as administratively practicable after the Retirement Date, the Committee shall affirm in writing the extent to which the Performance Objectives have been achieved and the number of units of Deferred Stock that are vested in Employee as a result of such achievement. (d) If prior to the eighteen-month anniversary of the Grant Date (i) a Change of Control occurs, (ii) Employee incurs a “Disability”, or (iii) Employee’s employment terminates due to Employee’s death, this Performance Award shall vest on the earliest of such events at the greater of the Determined Percentage (as defined below) and the percentage attributable to the “target” level of performance as set forth in the Notice. For this purpose, the “Determined Percentage” means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the date of the applicable vesting event was the most recently completed fiscal quarter of the Company on or following the Grant Date. Notwithstanding the foregoing, if the vesting event is as a result of (ii) or (iii) above, the Determined Percentage shall be multiplied by a fraction, the numerator of which is equal to the number of Employee’s actual days of employment from the Grant Date to the date of Disability or death, as applicable, and the denominator of which is equal to the total number of days in the Performance Period. As soon as administratively practicable after the date of the applicable vesting event, the Committee shall affirm in writing the extent to which the Performance Objectives have been achieved and the number of units of Deferred Stock that vest as a result of such achievement. (e) If Employee’s employment with the Company is terminated prior to the end of the Performance Period, and neither (b), (c) nor (d) above apply, this Performance Award automatically shall be forfeited in full, without payment, on such termination.

Vesting. (a) The Options shall vest and Option will become exercisable as follows: one-third (1/3“vest”) at a rate of twenty percent (20%) of the Options shall vest and become exercisable total number of shares subject to the Option on each of the first three five anniversaries of the Grant Date, as indicated in the table below, provided that Optionee is still employed by the Company or any Affiliate thereof on the respective vesting date: Vesting Date of Grant (each such one-third (1/3) of the Options March 16, 2017 March 16, 2018 March 16, 2019 March 16, 2020 March 16, 2021 Shares as to which vest on each such anniversary Option vests 2,000 2,000 2,000 2,000 2,000 There shall be referred no proportional or partial vesting in the period prior to herein as a “Tranche” each vesting date, and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with all vesting shall occur only on the Plan or this Agreement; provided, however, appropriate vesting date. The right of exercise shall be cumulative so that to the extent then unvestedthat the Option is not exercised in any period to the maximum extent permissible, it shall continue to be exercisable, in whole or in part, with respect to all shares for which it is vested until the Options shall immediately become vested and exercisable if:earlier of the Expiration Date or the termination of this Option under the Plan. (ib) Notwithstanding anything to the Participant’s employment terminates due to death or Permanent Disabilitycontrary in subparagraph 4(a) above, or (ii) in the Participant’s employment terminates within two years after event a Change in Control without Cause or for Good Reason. Furtheroccurs, providedthe Option shall immediately vest as to any Option shares that have not previously vested in accordance with said subparagraph 4(a). (c) Notwithstanding anything to the contrary in subparagraph 4(a) above, in the event of the Participant’s Retirement, a separate pro-rata portion Disability of the Tranche of Options (Optionee prior to the Expiration Date, as defined in Paragraph 5 below, the Option shall immediately vest as to any option shares that have not previously vested in accordance with said subparagraph 3(a). The term “Disability” shall have the meaning set out in the Plan; provided, however, the parties agree that, to the extent then unvested) during which necessary to comply with Code Section 409A, the Retirement occurs shall immediately become vested. The number definition of unvested Options that shall vest pro-rata upon Retirement “Disability” hereunder shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up amended to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion definition of each such Tranche would have otherwise become vested under the schedule described above in this “disability” required by Code Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.409A.

Vesting. The Options shall vest (a) Subject to Sections 2 and become exercisable 5 of this Agreement, the restrictions on the Award will lapse as follows: one-third set forth in Section 4(b) below; provided, that, the Participant is employed on each Vesting Date (1/3as defined below) by the Company or an Affiliate. As soon as practicable after the Award vests and consistent with Section 409A of the Options Code, payment shall vest be made in Stock (based upon the Fair Market Value of the Stock on the day all restrictions lapse) and become exercisable on each cash in the amount of any Dividend Equivalents credited to the Participant's account with respect to such shares of Stock. The Committee shall cause the Stock to be electronically delivered to the Participant's electronic account with respect to such Stock free of all restrictions. Pursuant to Section 12, and cash and/or the number of shares delivered shall be net of the amount of cash and/or the number of shares withheld for satisfaction of Tax-Related Items (as defined below), if any. (b) The restrictions described in this Agreement will lapse upon determination by the Board or the Compensation Committee of the Board that the Company's Earnings Before Taxes (EBT) for the period from January 1, 2017 to December 31, 2017 meets the vesting criteria set forth in the 2017 ADS EBT Performance Chart shown below. Upon such determination, the restrictions will lapse with respect to 33% upon the day of the first three anniversaries anniversary of the Date date of Grant grant; an additional 33% of the Award will become vested on the day of the second anniversary of the date of grant; and the final 34% of the Award will become vested on the day of the third anniversary of the date of grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as anniversary, a “Tranche” and each such anniversary a "Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement"); provided, however, that to the extent then unvestedthat, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was is employed by the Company or one an Affiliate on each Vesting Date. If the Participant ceases to be employed by the Company or an Affiliate at any time prior to a Vesting Date, any and all unvested Restricted Stock Units and their related Dividend Equivalents shall automatically be forfeited upon such cessation of its Subsidiaries since the most recent service. The aggregate number of Restricted Stock Units on which restrictions will lapse on each Vesting Date will be determined in accordance with the following 2017 ADS EBT Performance Chart. For example, if the Company's EBT for the period from January 1 through December 31, 2017 is determined by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, Board or the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior Board to be $1,080 million, then restrictions on 50.0% of the satisfaction total Award will lapse, with restrictions on 33% of such requirement. Any fractional Options that would result from application the 50.0% lapsing upon the day of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date date of Grant.grant, restrictions on 33% of the 50.0% lapsing on the day of the second anniversary of the date of the grant, and restrictions on 34% of the 50.0% lapsing on the day of the third anniversary of the date of the grant, provided the Participant is employed by the Company or an Affiliate on each Vesting Date: <$1002.6 0 % $ 1,002.6 90 % 0 % $ 1,080.0 97 % 50 % $ 1,114.0 100 % 100 % $ 1,225.4 110 % 150 %

Vesting. The Options shall vest and granted will only become exercisable and vested if the Optionee is continuously providing Service to the Company or a Company Affiliate from the Grant Date through the date the Committee determines the number of Option shares that will be exercisable under the Par Petroleum Corporation Discretionary Long Term Incentive Plan for 2014 (the “Determination Date”). The number of shares of Stock subject to the Option that the Committee determines will be exercisable will be specified on Exhibit A as the “Total Number.” Shares of Stock subject to Option specified in Section 4 that are not specified by the Committee as the Total Number on Exhibit A shall be forfeited and the Option shall have no right with respect thereto. This Option may be exercised for the number of Total Number of shares of Stock subject to the Option on or after the “Vesting Dates” as follows: one-third (1/3) on the first anniversary of the Options shall vest Determination Date, and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of each subsequent anniversary of the Options which vest on each such anniversary shall be referred Determination Date until fully vested provided that the Optionee is continuously providing Services to herein as the Company or a “Tranche” and each such anniversary a Company Affiliate through the applicable Vesting Date) unless previously vested . The Option may be exercised at any time after the applicable Vesting Date, in whole or forfeited in accordance with part, during the Plan or this AgreementOption Period; provided, however, the Option may only be exercisable to acquire whole shares of Stock. The right of exercise provided herein shall be cumulative so that if the Option is not exercised to the maximum extent then unvestedpermissible after vesting, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement Option shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee mayexercisable, in its sole discretionwhole or in part, waive at any requirement for vesting then remaining and permit, for a specified period of time consistent with during the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantOption Period.

Vesting. The Options (a) Subject to Section 4(b) hereof and the further provisions of this Agreement, a number of whole shares of Restricted Stock as close as possible to 25% of the total number of shares granted hereunder shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three four anniversaries of the Date of Grant November 15, 2014 (each such one-third date, a “Vesting Date”). (1/3b) In the event of the occurrence of a Change in Control, as defined in Section 3.8(a) of the Options which vest Plan, as in effect on each the date of such anniversary occurrence, before all the shares of Restricted Stock are vested, the Restricted Stock shall become vested in full on the date of such Change in Control. However, Participant agrees that such vesting shall be referred to herein as waived in the event that (x) such Change in Control is also a Change of Control of Genco Shipping & Trading Limited (“Tranche” and each such anniversary a Vesting DateGenco”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that pursuant to the extent then unvestedParticipant’s Employment Agreement with Genco dated as of September 21, 2007 (the Options shall immediately become vested “Genco Employment Agreement”) and exercisable if: (iy) such Change in Control is not a Change in Control as described in clause (i)(B) or (ii)(B) of the definition provided in Section 3.8(a) of the Plan; provided that in the event that the Participant’s employment terminates due to death or Permanent Disability, or (ii) with Genco does not terminate within three months of such Change in Control other than as a result of the Participant’s employment terminates within two years death or disability, such vesting shall occur exactly three months after a the Change in Control without Cause or for Good Reasonnotwithstanding such waiver. Further, providedFor the avoidance of doubt, in the event of the occurrence of a Change in Control and of the circumstances in clauses (x) and (y) above, if the Participant’s Retirementemployment with Genco does not terminate within three months of such Change in Control, the Restricted Stock shall become vested in full exactly three months after the Change in Control, and if the Participant’s employment with Genco terminates within three months of such Change in Control as a separate pro-rata portion result of death or disability, then the Tranche Restricted Stock shall become vested in full in connection with such termination of Options employment with Genco. (c) In the event the Participant is providing Service to the extent then unvestedCompany pursuant to the Participant’s Employment Agreement with the Company dated as of December 19, 2013 (the “Employment Agreement”) during which or is obligated to do so, and the Retirement occurs shall immediately become vested. The number Participant’s Service (as defined below) to the Company is terminated before all the shares of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed Restricted Stock are vested by the Company without cause (as defined in the Plan) or one of its Subsidiaries since by the most recent Vesting Date by 36, by Participant for Good Reason (B) as defined in the number of Options subject to this Agreement (rounding up to the nearest whole numberEmployment Agreement), provided however, that, then the pro-rata portion that vests Restricted Stock shall only become exercisable vested in full on the date of such termination. (d) In the applicable portion event the Participant is not providing Service to the Company pursuant to the Employment Agreement and is not obligated to do so pursuant to the Employment Agreement, and the Participant’s Service with the Company and Genco is terminated before all the shares of each such Tranche would have otherwise Restricted Stock are vested by the Company without cause (as defined in the Plan) or by the Participant for Good Reason (as defined in the Employment Agreement), the Restricted Stock shall become vested under in full on the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction date of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Granttermination.

Vesting. The Options shall Restricted Shares that have not previously been forfeited will vest in the numbers and become exercisable as follows: one-third (1/3) on the dates specified in the Vesting Schedule at the beginning of this Agreement. In addition, the Restricted Shares that have not previously vested or been forfeited will vest immediately upon the first to occur of the Options following events: (i) death of the Employee; (ii) Total Disability of the Employee; and, (iii) a Change of Control as defined in the Plan. Notwithstanding the foregoing, the number of Restricted Shares vesting on each date specified in the Vesting Schedule at the beginning of this Agreement may be reduced based upon the relationship of the Company’s actual fully-diluted earnings-per-share (“EPS”) for 2012 to budgeted EPS for 2012 and the achievement of positive net income for 2012, as specifically set forth on Exhibit A attached hereto, as such targets may be amended from time-to-time by the Board. The Committee shall vest determine whether the performance hurdle was achieved as promptly as practicable following review of the Company’s audited fiscal 2012 financial results. In the event that a reduction is applied to the Vesting Schedule at the beginning of this Agreement (a) such a reduction shall occur immediately upon determination by the Committee that the performance hurdle was not achieved and become exercisable (b) if such reduction would cause the number of Restricted Shares subject to vesting on each date specified in the Vesting Schedule to be a fraction of a share, the number of Restricted Shares subject to vesting on each of the first three anniversaries of two dates specified in the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary Vesting Schedule shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that rounded down to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pronearest whole-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing share while the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options Restricted Shares subject to this Agreement (rounding vesting on each of the last two dates specified in the Vesting Schedule shall be rounded up to the nearest whole number), provided however, that, the prowhole-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantshare.

Vesting. The Options (a) All Phantom Units shall vest on April 1, 2011; provided, however, that, except as otherwise set forth in this Section 2, the Executive is continuously in Employment or Board Service at all times between April 1, 2008 and April 1, 2011 (inclusive). (b) Upon death or Disability during Employment or Board Service, involuntary termination without Cause, or Retirement, the Executive shall become exercisable as follows: one-third (1/3) vested in a reduced number of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options Phantom Units, which vest on each such anniversary shall be referred to herein as calculated by multiplying the number of Phantom Units awarded under this Award Agreement by a “Tranche” fraction, the numerator of which is the number of calendar days that have elapsed from the Grant Date through the date of such event and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreementdenominator of which is 1095; provided, however, that to if the extent then unvested, the Options shall Executive dies or becomes Disabled while engaged in Board Service that commenced immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s following Retirement, a separate pro-rata portion then the numerator of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement such fraction shall be calculated increased by multiplying (A) the quotient obtained by dividing the number of completed months calendar days that have elapsed from the date immediately after Retirement to the date that he ceases to perform Board Service as a result of death or Disability. Any Phantom Units in excess of such number shall remain unvested and shall be forfeited as of the date of such event. (c) Notwithstanding any provision in this Award Agreement to the contrary, the Executive shall become fully vested in all outstanding Phantom Units granted under this Award Agreement upon the occurrence of a Change of Control or an IPO of NAG. (d) Upon the exercise of a put option with regard to all or some of the Units that the Participant was employed by has obtained as set forth in the Company or one of its Subsidiaries since Equity Purchase Agreement, the most recent Vesting Date by 36, by (B) the Participant shall forfeit an equivalent number of Options subject any unvested Phantom Units. (e) No vesting requirements shall apply to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above any dividend equivalents payable in this accordance with Section 4(a3(c) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantAward Agreement.

Vesting. The Options shall RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and become exercisable as follows: one-third will be immediately settled in shares of Common Stock and be immediately transferable thereafter (1/3but in any event within 70 days) upon the occurrence of any of the Options following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and become exercisable be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; or (d) an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs. For purposes of determining the amount of the resulting award in such an event, it will be assumed that the Company achieved “target” performance on each of the first three anniversaries performance measures, resulting in the payment of 100% of the Date target award amount of Grant (each such one-third (1/3) this grant. All RSUs will be forfeited upon termination of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance Employee’s employment with the Plan Employer before the Vesting Date for a reason other than death, Disability or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by retirement from the Company upon or one after attaining age 62 and 5 Years of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantService.

Vesting. The Options Unless otherwise set forth in an agreement between the Participant and the Company: (a) Except as set forth in subsections (b) and (c) below, the Restricted Stock shall vest become vested and become exercisable cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan) as followsfollows 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: one-third Vesting Date Percentage Vested XXX 100% There shall be no proportionate or partial vesting in the periods prior to the applicable vesting dates and all vesting shall occur only on the appropriate vesting date. (1/3b) Upon the death or Disability of the Options Participant, 100% of any shares of Restricted Stock that are unvested at the time of such Termination shall vest become vested and become exercisable on each cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the first three anniversaries Plan). Any remaining unvested shares of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary Restricted Stock shall be referred to herein as forfeited. (c) In the event of a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited Change in Control, the Restricted Stock shall be treated in accordance with Section 11 of the Plan or this Agreement(including, without limitation, the vesting provisions set forth in Section 11.3); providedprovided that, however, that immediately prior to the extent then unvestedChange in Control, the Options 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 immediately become fully vested and exercisable if: cease to be Restricted Stock (i) but shall remain subject to the Participant’s employment terminates due to death or Permanent Disability, or (ii) other terms of this Agreement and the Participant’s employment terminates within two years after a Plan). If the Change in Control without Cause or for Good Reason. Furtheroccurs before the Issue Date (as defined in Appendix 1), providedthe Committee may, in the event of the Participant’s Retirementbut shall have no obligation to, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options determine that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) if any performance condition (set forth on Appendix 1) likely would have been achieved at or above the quotient obtained by dividing 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 number of completed months that shares of Restricted Stock earned under Appendix 1 to this Agreement on the Participant was employed by the Company Issue Date, or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) if any performance condition (set forth on Appendix 1) likely would have been achieved below the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable performance target level on the date Issue Date, then the applicable portion of each such Tranche would have otherwise become vested under Committee may provide for the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise immediate cancellation of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantRestricted Stock award.

Vesting. The Options shall vest and become exercisable (a) Except as follows: may otherwise be provided herein, (i) one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant RSUs (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up rounded down to the nearest whole number), provided however, that, the pro-rata portion that vests Share) shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Grant Date, (ii) one-third of the RSUs (rounded down to the nearest whole Share) shall become vested on the second anniversary of the Grant Date and (iii) the remainder of Grantthe RSUs shall become vested on the third anniversary of the Grant Date, in the case of each of clauses (i), (ii) and (iii), subject to Participant not having incurred a Termination of Employment prior to the applicable vesting date. (b) Except as provided in the immediately following sentence, in the event that Participant incurs a Termination of Employment, any unvested RSUs shall be forfeited by Participant without consideration therefor. Notwithstanding the foregoing, if Participant incurs a Termination of Employment (i) as a result of termination by the Company or its Affiliate without Cause on or after the first anniversary of the Grant Date, then any unvested RSUs that are outstanding immediately prior to such Termination of Employment and that would have vested on the next vesting date shall vest pro-rata as of the date of Participant’s Termination of Employment, with the number of RSUs vesting to be determined by multiplying the number of unvested RSUs that would have vested on the next vesting date by a fraction, the numerator of which is the number of days between the prior vesting date (or Grant Date if no vesting date occurred prior to Participant’s Termination of Employment) and the date of Participant’s Termination of Employment and the denominator of which is 365; or (ii) due to Participant’s death or Disability, then any unvested RSUs shall accelerate and vest in full as of the date of Termination of Employment and be paid out as soon as is administratively practicable.

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, that to the extent then unvested, in the event of the Participant’s Retirement, a separate pro-rata portion Retirement on or after the first anniversary of the Tranche Date of Grant, Options (to the extent then unvested) during which the Retirement occurs not previously vested shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests vested but shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a). If the Participant’s Retirement occurs prior to the first anniversary of the Date of Grant, the Options shall become immediately vested on a pro-rata basis based on the number of calendar days the Participant has been employed by the Company during the period beginning on the Date of Grant and ending on the first anniversary of the Date of Grant (with the remainder of the Options forfeited) absent but the vested Options shall only become exercisable on the date each Tranche would have otherwise become vested under the schedule described above in this Section 4(a); provided, however, that only one-third of the total Options that became vested by reason of the Retirement of the Participant prior to the first anniversary of the date of Grant shall become exercisable on each such Retirementdate. 5/2014 Sr. Executive Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.

Vesting. The Options shall Restricted Shares that have not previously been forfeited will vest in the numbers and become exercisable as follows: one-third (1/3) on the dates specified in the Vesting Schedule at the beginning of this Agreement. In addition, the Restricted Shares that have not previously vested or been forfeited will vest immediately upon the first to occur of the Options following events: (i) death of the Employee; (ii) Total Disability of the Employee; and, (iii) a Change of Control as defined in the Plan. Notwithstanding the foregoing, the number of Restricted Shares vesting on each date specified in the Vesting Schedule at the beginning of this Agreement may be reduced based upon the relationship of the Company’s actual fully-diluted earnings-per-share (“EPS”) for 2011 to budgeted EPS for 2011, as specifically set forth on Exhibit A attached hereto, as such targets may be amended from time-to-time by the Board. The Committee shall vest determine whether the performance hurdle was achieved as promptly as practicable following review of the Company’s audited fiscal 2011 financial results. In the event that a reduction is applied to the Vesting Schedule at the beginning of this Agreement (a) such a reduction shall occur immediately upon determination by the Committee that the performance hurdle was not achieved and become exercisable (b) if such reduction would cause the number of Restricted Shares subject to vesting on each date specified in the Vesting Schedule to be a fraction of a share, the number of Restricted Shares subject to vesting on each of the first three anniversaries of two dates specified in the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary Vesting Schedule shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that rounded down to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pronearest whole-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing share while the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options Restricted Shares subject to this Agreement (rounding vesting on each of the last two dates specified in the Vesting Schedule shall be rounded up to the nearest whole number), provided however, that, the prowhole-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantshare.

Vesting. The Options shall Grantee’s outstanding Performance RSUs as performance-adjusted pursuant to the provisions of Section 6 (the Payout Share Units) and related performance-adjusted Dividend Equivalents will vest (that is, become “vested Payout Share Units” and become exercisable as follows: onevested related performance-third (1/3adjusted Dividend Equivalents) upon the earliest to occur of the Options shall vest events set forth in the subclauses below, provided that such Performance RSUs and become exercisable on each related Dividend Equivalents have not been forfeited prior to such vesting event pursuant to any of the first three anniversaries provisions of Section 5 or cancelled as a result of the Date risk performance adjustment provisions of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” Section 6 and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, remain outstanding at that to the extent then unvested, the Options shall immediately become vested and exercisable iftime: (ia) the Participant’s employment terminates due to death or Permanent Disability1st anniversary of the Award Grant Date in the case of the First Tranche share units and related dividend equivalents, the 2nd anniversary of the Award Grant Date in the case of the Second Tranche share units and related dividend equivalents, the 3rd anniversary of the Award Grant Date in the case of the Third Tranche share units and related dividend equivalents, and the 4th anniversary of the Award Grant Date in the case of the Fourth Tranche share units and related dividend equivalents, as the case may be, or, if later, (b) the date on which the performance adjustment determination pursuant to Section 6 with respect to the applicable Tranche is final (but no later than March 31st of the calendar year in which such anniversary occurs), or, if later, (c) on the date as of which any suspension imposed with respect to those Performance RSUs and related Dividend Equivalents pursuant to Section 5.5 is lifted without forfeiture of such share units and related dividend equivalents and they vest, as applicable; (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of Xxxxxxx’s death, (a) the Participantdate of Xxxxxxx’s Retirementdeath with respect to any Tranche or Tranches as to which the Annual Risk Performance Factor for such Tranche is determined effective as of the time of Xxxxxxx’s death pursuant to Section 6.4(a)(i) or was previously determined prior to Xxxxxxx’s death pursuant to Section 6.4(b), and (b) with respect to the Tranche, if any, for which the Annual Risk Performance Factor is determined after Xxxxxxx’s death pursuant to Section 6.4(a)(ii), at the same time and in the same manner as provided in Section 7.1(i)(a) or (b), as applicable, had Grantee remained an employee of the Corporation; and (iii) the end of the day immediately preceding the day a separate pro-rata Change of Control occurs. Performance RSUs and related Dividend Equivalents (1) that have been forfeited by Grantee pursuant to the service requirements or conduct or other provisions of Section 5 or (2) that are part of the portion of a Tranche of Performance RSUs and related Dividend Equivalents that has been cancelled as a result of the risk performance-adjustment provisions of Section 6 where the Payout Percentage for that Tranche was less than 100.00% or (3) that have been cancelled as a result of the application, pursuant to the provisions of Section 6, of a Payout Percentage of 0.00% to the Tranche to which they relate, are not eligible for vesting, will not settle, and will be cancelled without payment of Options (to the extent then unvested) any consideration by PNC. The period during which Dividend Equivalents will accrue with respect to an applicable Tranche of Performance RSUs will end, and such Dividend Equivalents will cease to accrue, on the Retirement occurs shall immediately become vestedvesting date for such Tranche of Performance RSUs in accordance with Section 7.1 or on the cancellation date for such Performance RSUs in accordance with Section 5 or Section 6, as applicable. The number Outstanding accrued performance-adjusted Dividend Equivalents that vest in connection with the vesting of unvested Options the outstanding performance-adjusted Performance RSUs to which they relate (that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) is, the quotient obtained by dividing amount of dividend equivalents for the period from the Award Grant Date through the vesting date on the number of completed months related Performance RSUs that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (Bbecome Payout Share Units and vest) the number of Options subject will be settled and paid out in accordance with Sections 7.2 and 7.3. Accrued Dividend Equivalents that fail to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable vest will be cancelled on the cancellation date for the applicable portion of each such Tranche would have otherwise become vested under the schedule described above Performance RSUs to which they relate in this accordance with Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences5 or Section 6, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantas applicable.

Vesting. The Options Subject to the terms and conditions set forth herein and in the Plan, the Restricted Stock Units shall vest and become exercisable as follows: one-third (1/3) 100% vested on the last day of the Options shall vest and become exercisable on each of Vesting Period (the first three anniversaries of “Vesting Date”), provided the Participant has remained in Service from the Date of Grant through the Vesting Date. Notwithstanding the foregoing, (each such one-third (1/3i) if the Participant ceases to be in Service prior to the Vesting Date as a result of the Options which Participant’s death or Disability, the Restricted Stock Units shall become 100% vested as of the date of such cessation of Service; (ii) if the Participant’s Service terminates during the Vesting Period due to the Participant’s Voluntary Retirement, then the Restricted Stock Units shall continue to vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a if the Participant had continued in Service through the Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that (A) if the Participant’s Service terminates due to the Participant’s Voluntary Retirement prior to the date of a Qualifying Change in Control that occurs after the Date of Grant, the Restricted Stock Units shall become 100% vested as of the date of the Qualifying Change in Control and (B) if the Participant’s Service terminates due to the Participant’s Voluntary Retirement after the date of a Qualifying Change in Control that occurs after the Date of Grant, the Restricted Stock Units to the extent then unvested, outstanding shall become 100% vested as of the Options shall immediately become vested and exercisable if:date of such termination; and (iiii) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates if within two (2) years after following a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement that occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of after the Date of Grant, the Participant’s Service as an employee is involuntarily terminated by the Company (or successor thereto, or a Parent or Subsidiary), whether or not for Cause, the Restricted Stock Units to the extent outstanding shall become 100% vested as of the date of such cessation of Service.

Vesting. The Options shall will vest and become exercisable as follows: onewith respect to twenty-third five percent (1/325%) of the Options shall vest subject to each of the Tranche 1 Options, Tranche 2 Options and become exercisable Tranche 3 Options, on each of the first three four anniversaries of the Grant Date of Grant (each such one-third (1/3) of each, a “Vesting Date”), subject to the Options which vest Grantee’s continued Employment on each such anniversary shall be referred to herein applicable Vesting Date.[Notwithstanding the foregoing, if the Grantee incurs a termination of Employment by the Company or any of its Subsidiaries or Affiliates without Cause (other than as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to result of death or Permanent Disability), or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate proany then-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of 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 vest pro-rata upon Retirement 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 calculated by multiplying (A) considered terminated as of the quotient obtained by dividing date the number of completed months that the Participant was employed by Grantee is no longer actively providing services to the Company or one of its Subsidiaries since or Affiliates (regardless of the most recent Vesting Date 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 36the Company, by (Bi) the number 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 subject to this Agreement after the Termination Date will commence on such date, and (rounding up to iii) the nearest whole number), provided however, thatTermination Date will not be extended by any notice period (e.g., the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a ParticipantGrantee’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with 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 first sentence of Section 4(b) hereof jurisdiction where the exercise Grantee is employed or otherwise rendering services or the terms of the Options prior Grantee’s employment or service agreement, if any). The Committee shall have the exclusive discretion to determine when the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary Grantee is no longer actively providing services for purposes of the Date Option grant (including whether the Grantee may still be considered to be providing services while on a leave of Grant.absence). ​

Vesting. (a) The Options Option shall vest become, vested and become exercisable as follows: one-third (1/3) with respect to ___% of the Options shall vest and become exercisable Common Shares covered thereby on each January 1st of the first three anniversaries years ____, ____, ____, ____ and ____. The foregoing notwithstanding, no portion of the Date of Grant (each such one-third (1/3) Option shall become vested unless Purchaser has been a member of the Options Company's Board of Directors continuously from the date of this Stock Option Agreement until each respective date on which vest on each such anniversary shall be referred the Common Shares are scheduled to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreementvest; provided, however, that to if such membership is terminated by the extent then unvestedCompany, with or without cause, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options Option scheduled to vest in the period in which such termination occurs shall vest upon such termination. (b) Anything in this Agreement to the extent then unvestedcontrary notwithstanding, if the Company is acquired by a third party through an asset purchase, merger or sale of 80% (in value) during 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 Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying Acquisition is closed (A) the quotient obtained by dividing the number of completed months that the Participant was employed and not previously repurchased by the Company or one pursuant to Section 3) plus the portion of its Subsidiaries since the most recent Vesting Date by 36, by (B) Option scheduled to vest in the number of Options subject to this Agreement (rounding up next succeeding period shall vest immediately prior to the nearest whole number)Acquisition closing date, provided however, thatand 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 pro-rata portion that vests shall only become exercisable on the date the applicable portion Company's board of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee directors may, in its sole discretionabsolute discretion and upon such terms and conditions as it deems appropriate, waive any requirement for vesting then remaining provide by resolution, adopted prior to such event and permitincorporated in the Acquisition Notice, for a specified period of that at some time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction effective date of such requirement. Any fractional Options that would result from application of event this Section 4(a) Option shall be aggregated exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable. Otherwise, upon an Acquisition, the Option, whether vested or unvested in whole or in part, shall expire and cease to be exercisable. (c) As used herein, "Termination of Membership" shall vest mean the time when Purchaser no longer serves on the first anniversary Company's Board of the Date of GrantDirectors for whatever reason whatsoever, with or without cause.

Vesting. The Subject to the Optionee’s not having a Termination of Relationship prior to the applicable vesting date and except as otherwise set forth in Section 7, the Options shall vest become non-forfeitable and exercisable (any Options that shall have become non-forfeitable and exercisable as follows: one-third pursuant to this Section 4, the “Vested Options”) in percent ( %) increments on each of , , , and . Upon a Complete Change in Control (1/3other than in connection with a Qualified Public Offering) (such date, the “Option Acceleration Date”), 100% of the Options shall which have not theretofore become Vested Options and which are scheduled to vest and become exercisable on each of the first three anniversaries of remaining vesting dates set forth in the Date of Grant (each such one-third (1/3) of the Options which previous sentence will vest on each the ( ) month anniversary of such anniversary shall be referred Option Acceleration Date, provided that the Optionee remains in continuous employment with or service to herein as the Company or a “Tranche” and each Subsidiary for the ( ) month period following such anniversary a Vesting Option Acceleration Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed has a Termination of Relationship during the period of time following the date of such Option Acceleration Date and prior to the ( ) month anniversary of such Option Acceleration Date, as a result of his or her death, Disability, termination from employment or services by the Company or one of its Subsidiaries since the most recent Vesting Date by 36a Subsidiary without Cause or resignation from employment or services with Good Reason, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise 100% of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary date of such Termination of Relationship. All decisions by the Committee with respect to any calculations pursuant to this Section 4 (absent manifest error), including the Committee’s determination of whether and the date on which a Complete Change in Control or an Option Acceleration Date occurs shall be final and binding on the Optionee. Except as otherwise provided herein, all unvested Options will immediately terminate upon a Termination of GrantRelationship (after giving effect to any vesting in connection with such Termination of Relationship).

Vesting. The Options vesting of the RSUs that remain eligible to vest after December 31, 2016 pursuant to Section 5 is conditioned upon the Participant’s satisfaction of the vesting requirements set forth in this Section 6. (a) Except as may be accelerated as set forth in the Plan or as set forth below in this Section 6, and except as may be accelerated as set forth in any employment or consulting agreement between the Participant and the Corporation or an Affiliated Entity (as that term is defined in Section 7), the RSUs that remain eligible to vest after December 31, 2016 pursuant to Section 5 shall vest in three equal portions, on the first, second and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Award Date (the “Vest Date”), provided that the Participant has not incurred a Termination prior to such date. If an employment or consulting agreement provides for some degree of Grant (each such oneaccelerated vesting conditioned on the Participant signing a release, separation agreement or other post-third (1/3) Termination conduct, the forfeiture of the Options RSUs that remain eligible to vest after December 31, 2016 pursuant to Section 5 will be held in abeyance until the period for signing the release or separation agreement (and not rescinding it) or such other post-Termination conduct expires, at which vest on each such anniversary point a determination will be made by the Corporation or an Affiliated Entity as to whether the requirements for accelerated vesting have been met. If the criteria for accelerated vesting have been met, in the sole discretion of the Corporation or the Affiliated Entity, the Conversion Date for that portion of the RSUs shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with 60 days after the Plan or this Agreementdate of the Participant’s Termination; provided, however, in the event the Participant satisfies the Rule of 75 at the time of such Termination, the Conversion Date shall be the next regularly scheduled Vest Date. (b) Upon the Participant’s Termination due to death or Disability (as that term is defined in Section 7) prior to the extent then unvestedthird anniversary of the Award Date, the Options RSUs that remain eligible to vest after December 31, 2016 pursuant to Section 5 shall immediately become be fully vested and exercisable if: as of the last to occur of (i) the Participant’s employment terminates due date that the number of units eligible to death vest is determined pursuant to Section 5, or Permanent Disability, or (ii) the Participant’s employment terminates within two years Termination due to death or Disability. (c) Upon the Participant’s Termination due to Retirement (as that term is defined in Section 7) prior to the third anniversary of the Award Date, the RSUs that remain eligible to vest after a Change in Control without Cause December 31, 2016 pursuant to Section 5 shall vest on the last to occur of (i) the date that the number of units eligible to vest is determined pursuant to Section 5, or for Good Reason. Further, provided, in (ii) the event date of the Participant’s Termination due to Retirement; provided however, a separate pro-rata portion of if the Tranche of Options (Participant’s Termination due to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall prior to December 31, 2016, then the amount eligible to vest pro-rata upon Retirement shall be calculated by multiplying prorated and determined based on the product of (A) the quotient obtained by dividing lesser of (i) the number of completed months that the Participant was employed days served during 2016 plus 90, divided by the Company or one of its Subsidiaries since the most recent Vesting Date by 36366, by and (ii) one; times (B) the number of Options subject RSUs eligible to this Agreement vest pursuant to Section 5. Any RSUs which do not vest in accordance with the formula shall be forfeited. The Participant shall not be entitled to receive any Dividend Equivalents on forfeited RSUs. (rounding up d) Upon a Change in Control prior to the nearest whole number), provided however, that, third anniversary of the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reasonAward Date, the Compensation Committee mayof the Board of Directors of the Corporation (the “Committee”) may elect, in its sole discretion, waive any requirement for to accelerate the vesting then remaining and permitof some or all of the RSUs subject to this Agreement, for a specified period of time consistent in accordance with the first sentence of Section 4(b) hereof the exercise terms of the Options prior Plan. No provision of this Agreement shall require the Committee to accelerate such vesting upon a Change in Control or any other event. (e) To the extent any RSUs have not vested upon the Participant’s Termination pursuant to the satisfaction of such requirement. Any fractional Options that would result from application provisions of this Section 4(a) 6, those RSUs shall be aggregated and immediately forfeited upon the date of such Termination. Upon such forfeiture, the Participant shall vest no longer be entitled to receive Dividend Equivalents on the first anniversary of the Date of Grantsuch forfeited RSUs.

Vesting. The Options shall RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and become exercisable as follows: one-third will be immediately settled in shares of Common Stock and be immediately transferable thereafter (1/3but in any event within 70 days) upon the occurrence of any of the Options following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and become exercisable be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any then-completed year(s) in the performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not then been completed, it will be assumed that the Company achieved “target” performance on each of the first three anniversaries performance measures for such year(s), resulting in the payment of 100% of the Date of Grant (each such one-third (1/3) of the Options which vest on each total target RSU award amount of this grant relating to such anniversary shall year(s). All RSUs will be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance upon termination of the Employee’s employment with the Plan Employer before the Vesting Date for a reason other than death, Disability or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by retirement from the Company upon or one after attaining age 62 and 10 Years of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantService.

Vesting. The Options (a) To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Performance Shares awarded under this Agreement, as calculated in accordance with Section 4, and his rights to such vested Performance Shares shall become exercisable nonforfeitable as follows: one-third of the last day of the Performance Period, subject to Section 6 below. [Except as provided in Section [3(b) or (1/3c)] below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any Performance Shares awarded under this Agreement that do not vest, as calculated in accordance with Section 4, shall be canceled immediately without further obligation on the part of the Company.] Prior to lapse of any restrictions regarding the Performance Shares as provided herein, the Committee shall certify in writing (which may be set forth in the minutes of a meeting of the Committee) the extent to which the Performance Criteria and all other material terms of this Agreement have been met. (b) [In the event the Participant dies or becomes disabled (within the meaning of Section 22(e) of the Options Code) before the end of the Performance Period, the Participant shall vest and become exercisable on each in the Performance Shares granted under Section 2 of this Agreement [(and, for the first three anniversaries avoidance of doubt, no additional Performance Shares in which the Date of Grant (each such one-third (1/3) of the Options which Participant may be entitled to vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that Performance Criteria)] and his rights to the extent then unvested, Performance Shares shall become nonforfeitable as of the Options shall immediately become vested and exercisable if:date of death or disability.] (ic) [In the event the Participant’s employment terminates due to death with the Company or Permanent Disability, or (ii) any of its Subsidiaries is terminated for any reason within twelve months after the Participant’s employment terminates within two years after Company obtains actual knowledge that a Change in Control without Cause or for Good Reason. Furtherhas occurred, provided, in and before the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would Performance Shares have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason3(a), the Compensation Committee may, Participant shall vest in its sole discretion, waive any requirement for vesting then remaining and permitthe Performance Shares granted under Section 2 of this Agreement [(and, for a specified period the avoidance of time consistent doubt, no additional Performance Shares in which the Participant may be entitled to vest in accordance with the first sentence of Section 4(b) hereof the exercise Performance Criteria)] and his rights to such vested Performance Shares shall become nonforfeitable as of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest date on the first anniversary of the Date of Grantwhich his employment is terminated.]

Vesting. The Options (a) Subject to the provisions of Section 1(a) and 3(d) of this Agreement, the RSUs granted under this Agreement shall vest and become exercisable as follows: [ratably over a three-year period, with one-third (1/3) of the Options shall vest and become exercisable RSUs vesting on each of the first three anniversaries from the Vesting Start Date (each, a “Vesting Date”) / in full on the [third (3rd) anniversary] / [fifth (5th) anniversary] of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a Vesting Start Date](the “Tranche” and each such anniversary a Vesting Date) unless previously vested ”)], provided that Grantee remains employed by, or forfeited in accordance with the Plan or this Agreement; providedotherwise continues to provide Services to, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one a Subsidiary from the Grant Date through the applicable Vesting Date. For purposes of its Subsidiaries since this Agreement, the most recent “Vesting Start Date” shall mean . If the percentage of the aggregate number of RSUs scheduled to vest on a Vesting Date by 36is not a whole number of shares, by (B) then the number of Options subject to this Agreement (rounding up vesting on such Vesting Date shall be rounded down to the nearest whole number)number of shares for each Vesting Date, provided however, that, except that the pro-rata portion that vests shall only become exercisable amount vesting on the date final Vesting Date shall be such that 100% (and for the applicable portion avoidance of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(adoubt, no more than 100%) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options aggregate number of RSUs shall be cumulatively vested as of the final Vesting Date. Except as provided by this Agreement or the Plan, or as otherwise determined by the Committee, none of the RSUs shall be vested prior to the satisfaction of such requirementVesting Date. Any fractional Options that would result from application of this Section 4(a) unvested RSUs shall be aggregated forfeited if: (i) such vesting has not been accelerated or waived pursuant to this Agreement or the Plan, and shall vest on (ii) Grantee ceases to be employed by, or provide Services to, the first anniversary of Company or a Subsidiary prior to the Date of Grantapplicable Vesting Date.

Vesting. A. The Options Participant shall vest and become exercisable as follows: onehave a non-third (1/3) forfeitable right to a portion of the Options Award only upon the vesting dates specified on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. Except as provided in Section 2.C. or 2.D. below, no portion of any Award shall vest become vested on the vesting date unless the Participant is then, and become exercisable on each since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then outstanding and unvested portion of the first three anniversaries Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the Plan. B. The Award will become eligible to vest upon achievement of the Date of Grant Granted PSUs goals (each such one-third (1/3) “Performance Goals”), as adopted by the Committee in the first calendar quarter of the Options year in which the Award is granted and communicated. The calculation of the number of Granted PSUs that will vest is specified in the Long-Term Incentive Program Overview for Executives for the year in which the Award is granted (“LTI Overview”), which is also found on each such anniversary shall be your Fidelity stock plan account. Granted PSUs that become eligible to vest upon the achievement of the Performance Goals are referred to herein as a the “TrancheEligible PSUs.” In the event and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvestedthat the Performance Goals are not satisfied, such Granted PSUs shall not become eligible to vest and shall be immediately forfeited upon the Committee’s determination that such Performance Goals have not been satisfied (or deemed satisfied). As specified in the Performance Goals, in the event and to the extent that the Performance Goals are exceeded, an additional number of Granted PSUs will become eligible to vest. In no event shall the number of Eligible PSUs exceed 200% of the number of Granted PSUs. All Eligible PSUs shall vest on (i) the later of the third anniversary of the Grant Date or the date of the Committee’s determination of the degree to which the Annual Performance Goals have been satisfied (which shall occur not later than March 1 immediately following the end of the year to which the Annual Performance Goals relate), (ii) in the event of a Corporation Change in Control, the Options shall immediately become vested date or dates described in Section 2.C. below, or (iii) in the event of a termination of the Participant’s employment with the Company and exercisable ifits Affiliates on account of death, Disability or Retirement, the date or dates described in Section 2.D below (the “Vesting Date”). C. In the event of a Corporate Change in Control, subject to the Participant’s continued employment with the Company and its Affiliates through the date of such Corporate Change in Control: (i) if the applicable performance period relating to the Performance Goals has ended prior to the date of such Corporate Change in Control, the Committee shall determine the extent to which the Performance Goals were achieved, if not yet determined, and the Granted PSUs that are eligible to vest based on the achievement of such Performance Goals shall become Eligible PSUs as of immediately prior to such Corporate Change in Control based on the level of achievement so determined; (ii) if the applicable performance period relating to the Performance Goals has not ended prior to the date of such Corporate Change in Control, any outstanding Granted PSUs shall become Eligible PSUs as of immediately prior to such Corporate Change in Control assuming that the Performance Goals are achieved at target; (iii) to the extent the acquiring or surviving entity assumes, continues or substitutes for Eligible PSUs (determined after giving effect to clauses (i) and (ii) above) in connection with the Corporate Change in Control, the Eligible PSUs shall remain outstanding and, subject to the Participant’s continued employment with the acquiring or surviving entity, shall vest in full upon the third anniversary of the Grant Date or, if earlier, upon an Involuntary Employment Action as described in Section 10.C. of the Plan or the Participant’s termination of employment on account of death or Disability; (iv) to the extent the acquiring or surviving entity does not assume, continue or substitute for the Eligible PSUs (determined after giving effect to clauses (i) and (ii) above) in connection with the Corporate Change in Control, the Eligible PSUs shall vest in full as of immediately prior to the Corporate Change in Control; and (v) notwithstanding clause (iii) or (iv) above, with respect to a Participant who is or becomes eligible for Retirement at any time after the Grant Date and on or before the latest Vesting Date described in Section 2.B.(i) above, to the extent required to avoid adverse tax results under Section 409A, the Eligible PSUs (determined after giving effect to clauses (i) and (ii) above) shall vest in full as of immediately prior to the Corporate Change in Control. D. Except as otherwise provided in the Plan or Section 2.C. above, upon termination of the Participant’s employment terminates due 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 Permanent DisabilityDisability will, orto the extent not vested previously, become fully vested upon the later of (a) the date of death or Disability of the Participant or (b) the date of the determination of the Eligible PSUs based on the achievement of the Performance Goals and the Committee’s determination thereof (including under Section 2.C. above, in which case the Eligible PSUs (determined after giving effect to Section 2.C. above) will vest as of immediately prior to the Corporate Change in Control), even if such determination occurs following the date of death or Disability of the Participant; and (ii) any portion of the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in Award held by the event of Participant immediately prior to the Participant’s Retirement, a separate pro-rata to the extent not vested previously, will become fully vested upon the later of (a) the date of Retirement or (b) the date of the determination of the Eligible PSUs based on the achievement of the Performance Goals and the Committee’s determination thereof (including under Section 2.C. above, and with the Eligible PSUs determined after giving effect to Section 2.C. above), and in either case, with respect to fifty percent (50%) of the number of Eligible PSUs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible PSUs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Eligible PSUs of the Award. For the avoidance of doubt, Retirement means the Participant’s leaving the employment of the Company and its Affiliates after reaching age 55 with ten (10) consecutive years of service with the Company or its Affiliates, but not including pursuant to any termination For Cause or any termination for insufficient performance, as determined by the Company. D. Notwithstanding anything herein to the contrary, any portion of the Tranche of Options (Award held by a Participant or a Participant’s permitted transferee immediately prior to the extent then unvested) during which cessation of the Retirement occurs Participant’s employment For Cause shall immediately become vested. The number terminate at the commencement of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable business on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Granttermination.

Vesting. The Options Except as otherwise provided in this Agreement, the Performance Units granted hereunder shall vest and become exercisable as follows: vest, subject to Section 4, over a period of three years in equal, one-third increments (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that if such increments would otherwise result in a fractional Performance Unit with respect to the extent then unvestedapplicable Annual Tranche, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement such fractional Performance Unit shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up rounded to the nearest whole number)) (each increment, provided howeveran “Annual Tranche” and specifically, thatwith respect to the applicable Performance Period for each of the 2017, 2018 and 2019 calendar years, the pro-rata portion that vests shall only become exercisable on “Year 1 Annual Tranche,” the date “Year 2 Annual Tranche,” and the “Year 3 Annual Tranche,” respectively). Except as otherwise provided in this Agreement, the applicable portion portion, if any, of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reasonYear 1 Annual Tranche, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining Year 2 Annual Tranche and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and Year 3 Annual Tranche shall vest on the first anniversary respective dates that the Committee certifies the attainment of the Performance Goals applicable to this Award (“Performance Measures”) for the applicable Performance Period in accordance with Section 4 following completion of the applicable Performance Period (each of these three vesting dates is referred to as a “Normal Vesting Date”). In no event shall the Normal Vesting Date for a Performance Period be later than March 15th of Grantthe calendar year following the calendar year in which the applicable Performance Period ends. In no event shall any Performance Units granted hereunder that form part of a particular Annual Tranche be eligible to vest following the Normal Vesting Date applicable to such Annual Tranche. Any Performance Units granted hereunder that form part of a particular Annual Tranche and that do not vest as of the Normal Vesting Date applicable to such Annual Tranche shall be automatically and immediately forfeited for no consideration. In no event shall a number of Performance Units greater than 200% of the number set forth in Section 1 vest under any circumstances.

Vesting. The Options (a) Subject to the Participant's continued service as an Employee of the Company, the RSUs shall vest and become exercisable as follows: non-forfeitable with respect to one-third (1/3) of the Options RSUs initially granted hereunder on each of (i) the first anniversary of the Grant Date, (ii) the second anniversary of the Grant Date, and (iii) the third anniversary of the Grant Date. (b) Once vested, the RSUs shall be paid to Participant in Shares as soon as administratively practicable, but not later than thirty (30) days, after their applicable vesting date. (c) Notwithstanding the foregoing, in the event the above vesting schedule results in the vesting of any fractional Shares, such fractional Shares shall not be deemed vested hereunder but shall instead only vest and become exercisable on each non-forfeitable when such fractional Shares aggregate whole Shares. (d) If the Participant's service as an Employee of the first three anniversaries Company is terminated for any reason other than due to the Participant's death or Disability, or due to Participant's Retirement (as defined below), the RSUs shall, to the extent not then vested, be forfeited by the Participant without consideration. (e) In the event that Participant's employment is terminated by reason of death, Disability or Retirement of the Participant within the first year following the Grant Date of Grant (each such one-third (1/3) this Agreement, Participant shall be entitled to vest in the RSUs that would have otherwise vested had service continued through the first anniversary of the Options which Grant Date, with such RSUs vesting on that date. All RSUs that do not vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to preceding sentence shall be forfeited and cancelled automatically at the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event time of the Participant’s 's death, Disability or Retirement. In the event that Participant's employment is terminated by reason of death, a separate pro-rata portion Disability or Retirement after the first year following the Grant Date of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement this Agreement, Participant shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject entitled to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable vest in all remaining unvested RSUs on the date the applicable portion of each such Tranche same dates they would have otherwise become vested under the schedule described above in had Participant's employment continued through such dates. (f) For purposes of this Section 4(a) absent such Agreement, "Retirement. Notwithstanding the foregoing sentences, upon a " shall mean Participant’s 's termination of employment for any reasonreason (other than for Misconduct as defined in Appendix A to this Agreement) after: (a) Participant has attained age 55 and completed at least seven (7) years of continuous service as an employee of the Company or an Affiliate; or (b) Participant has attained age 65. Notwithstanding the foregoing, if the Compensation Committee mayCompany determines, in its sole discretion, waive that Participant has violated any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior Obligations in Appendix A to this Agreement, the satisfaction of such requirement. Any fractional Options Participant shall not be deemed to be eligible for Retirement and all RSUs that would result from application of this Section 4(a) have not been settled shall be aggregated and shall vest on the first anniversary forfeited effective as of the Date of Grantdate that the violation first occurred.

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3A) On the last day of the Options Measurement Period, the PRSU Shares stated on the Acceptance Page shall vest be adjusted pursuant to the Specific Performance Goals as set forth on Exhibit A attached hereto, and after the adjustment, become exercisable on each the total number of the first three anniversaries of Vested Shares that will be used to settle the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this AgreementPRSUs under section 1(d); provided, however, that (x) if the Recipient’s employment or engagement with the Company or any Subsidiary is terminated before the Vesting Start Date for any reason, (y) if the Recipient retires, dies or becomes Disabled before the Vesting Start Date, or (z) if a Sale Event 4 takes place prior to the extent then unvestedVesting Start Date and the surviving or acquiring entity or the new entity resulting from the Sale Event refuses to assume or continue the PRSUs or to substitute a similar equity award, the Options PRSUs shall be forfeited in their entirety and no distribution or payment of any amount under such PRSUs shall ever be made to the Recipient. For clarity, any PRSUs, assumed, continued or substituted following the Sale Event (that takes place prior to the Vesting Start Date) will be subject to section 2(B) below. (B) Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3, following the Measurement Period, the PRSUs shall vest (that is, the Restricted Date”). The Committee’s determination shall be final and binding on the Recipient. If the Recipient was determined by the Committee as a Specified Employee at any time during such 12-month period ending on the Specified Employee Identification Date, he or she shall be considered a Specified Employee for the 12-month period commencing on the February 1st immediately become vested following the Specified Employee Identification Date (i.e., from February 1st to the following January 31st), even if he or she is no longer employed or engaged by the Company on or after the Specified Employee Identification Date. For the purposes of this section 1(d), a “Specified Employee” shall mean: • the Recipient owns 5% or more of all outstanding Common Stock; • the Recipient owns 1% or more of all outstanding Common Stock and exercisable if: has an annual compensation of more than $150,000; and/or • the Recipient is among the top 50 most highly-compensated officers of the Company and the Subsidiaries forming a controlled group of corporations within the meaning of Code section 1563(a) (based on total W-2 compensation plus elective 401(k) plan deferrals) and has an annual compensation exceeding the indexed dollar limit then in effect pursuant to Treas. Reg. § 1.409A-1(i) promulgated under Code (which is $175,000 for 2018). 4 A “Sale Event” shall mean (i) the Participant’s employment terminates due sale or other disposition of all or substantially all of the assets of the Company or the Subsidiary that employs or engages the Recipient, including a majority or more of all outstanding stock of the Subsidiary, on a consolidated basis to death one or Permanent Disabilitymore unrelated persons or entities, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause Control, or (iii) the sale or other transfer of outstanding Common Stock to one or more unrelated persons or entities (including by way of a merger, reorganization or consolidation in which the outstanding Common Stock are converted into or exchanged for Good Reason. Furthersecurities of the successor entity) where the stockholders of the Company, providedimmediately prior to such sale or other transfer, would not, immediately after such sale or transfer, beneficially own shares representing in the event aggregate more than 50 percent of the Participant’s Retirement, a separate pro-rata portion voting shares of the Tranche acquirer or surviving entity (or its ultimate parent corporation, if any). For the purpose of Options sub-section (to iii) of this definition, only voting shares of the extent then unvestedacquirer or surviving entity (or its ultimate parent, if any) during which received by stockholders of the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement Company in exchange for Common Stock shall be calculated counted, and any voting shares of the acquirer or surviving entity (or its ultimate parent, if any) already owned by multiplying (A) the quotient obtained by dividing the number stockholders of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) transaction shall be aggregated and shall vest on the first anniversary of the Date of Grantdisregarded.

Vesting. The Options shall 3.1 Except as otherwise provided in this Agreement, provided that the Grantee has not incurred a Termination of Service as of the applicable vesting date[, and further provided that any additional conditions and performance goals set forth in Schedule I (attached hereto) have been satisfied]1, the Restricted Stock Units will vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall no longer be referred subject to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited any restrictions in accordance with the Plan following schedule: [VESTING DATE] [NUMBER OR PERCENTAGE OF UNITS THAT VEST ON THE VESTING DATE] [VESTING DATE] [NUMBER OR PERCENTAGE OF UNITS THAT VEST ON THE VESTING DATE] [VESTING DATE] [NUMBER OR PERCENTAGE OF UNITS THAT VEST ON THE VESTING DATE] 1 NTD: Add if performance goals are applicable. Once vested, the Restricted Stock Units become “Vested Units.” 3.2 If the Grantee incurs a Termination of Service as the result of death or Disability, the Grantee will become vested in the number of Restricted Stock Units (rounded up to the nearest whole unit) that would have become vested as of the anniversary of the Grant Date next following such Grantee’s death or Disability. 3.3 If a Change in Control occurs, and the acquiring corporation either assumes this Agreementaward of Restricted Stock Units, or substitutes new awards with respect to stock of the acquiring corporation, the Restricted Stock Units will not vest upon the Change in Control; provided, however, in the event that to the extent then unvestedwithin twenty-four (24) months following a Change in Control, the Options shall immediately become vested and exercisable if: (i) Company terminates the ParticipantGrantee’s employment without Cause, or the Grantee terminates due employment with Good Reason, then, the Grantee will become fully vested with respect to death or Permanent Disability, or (ii) all of the Participant’s employment terminates within two years after Restricted Stock Units granted pursuant to this Agreement that have not previously been vested. In the event a Change in Control without Cause occurs and the acquiring corporation does not assume this award of Restricted Stock Units or for Good Reason. Furtherprovide substitute awards, provided, in the event Grantee will become fully vested with respect to all of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject Restricted Stock Units granted pursuant to this Agreement (rounding up that have not previously been vested. 3.4 Subject to Sections 3.2 and 3.3, the Grantee’s unvested Restricted Stock Units shall be automatically forfeited upon such Termination of Service and neither the Company nor any affiliate shall have any further obligations to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested Grantee under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantAgreement.

Vesting. The Options term “vest” as used herein with respect to any share of Restricted Stock means the lapsing of the restrictions described herein with respect to such share. Unless earlier terminated, forfeited, relinquished or expired, the Restricted Stock shall vest and become exercisable as follows: one-third : (1/3a) One hundred percent (100%) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and Restricted Stock shall vest on the first anniversary of the Date of Grant, provided that, through such vesting date, the Grantee has (i) remained in continuous Employment as President – Merchandising and Supply Chain (such employment, “Qualifying Service”) and (ii) has not breached the covenants set forth in Section 11 herein. (b) In the event the Grantee’s Qualifying Service is terminated by the Company without Cause, a “Qualifying Termination”): (x) if such Qualifying Termination occurs before August 3, 2019, a pro-rata portion of the Restricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service in the current fiscal quarter of the Company (each, a “Fiscal Quarter”)), will vest in full on the date of the Grantee’s Qualifying Termination and the remainder of the Restricted Stock award granted to the Grantee hereunder will be forfeited on the date of the Grantee’s Qualifying Termination; and (y) if such Qualifying Termination occurs on or after August 3, 2019, any unvested shares of Restricted Stock that are outstanding as of immediately prior to the Qualifying Termination will vest in full on the date of the Grantee’s Qualifying Termination. (c) In the event the Grantee’s Qualifying Service terminates for any reason other than a Qualifying Termination (a “Non-Qualifying Termination”): (x) if such Non-Qualifying Termination occurs before August 3, 2019, a pro-rata portion of the Restricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service current Fiscal Quarter), will remain outstanding and eligible to vest according to its original vesting schedule set forth in Section 3(a) and the remainder of the Restricted Stock will be forfeited on the date of Grantee’s Non-Qualifying Termination; and (y) if such Qualifying Termination occurs on or after August 3, 2019, any unvested shares of Restricted Stock that are outstanding as of immediately prior to the Non-Qualifying Termination, will vest according to the original vesting schedule set forth in Section 3(a). Notwithstanding the foregoing, in the event the Grantee breaches any of the restrictive covenants set forth in Section 11 below, the Grantee will immediately forfeit the unvested portion of the Restricted Stock award that the Grantee then holds. (d) In the event (i) the Restricted Stock (or any portion thereof) is outstanding as of immediately prior to a Change of Control and the Administrator provides for the assumption or continuation of, or the substitution of a substantially equivalent award for, the Restricted Stock (or any portion thereof) in accordance with Section 7(a)(i) of the Plan (the “Rollover Award”) and (ii) the Grantee’s Employment is terminated by the Company (or its successor) without Cause within the twelve (12) months following the Change of Control, the Rollover Award to the extent still outstanding will vest in full on the date of the Grantee’s termination of Employment.

Vesting. The Options (a) Subject to the terms and conditions of this Agreement, the Restricted Stock Units awarded hereunder to Employee shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred right to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, receive Shares in the event the Company’s 2009 Earnings Before Income Taxes, Depreciation and Amortization is greater than $17,140,768.00 as reflected in the audited financial statements for the Company’s 2009 fiscal year. (b) Employee shall vest in the Shares at a rate of 8.33% every 90 days over a 36-month period (the Participant“Divestiture Period”) so that Employee is fully vested in the Shares three years from the date of confirmation that the Company’s Retirementaudited financial statements for the Company’s 2009 fiscal year show that Earnings Before Income Taxes, Depreciation and Amortization are greater than $17,140,768.00. If Employee’s Date of Termination occurs during the Divestiture Period, Employee shall be obligated to return a separate pro-rata portion of the Tranche Shares based on a vesting in the Shares at the rate of Options (8.33% each 90-day period during the Divestiture Period. Notwithstanding the foregoing, Employee shall become owner of the Shares free of all restrictions otherwise imposed by this Agreement, prior to the extent then unvestedend of the Divestiture Period, as follows: (i) during which Employee shall become fully vested in the Retirement occurs shall immediately become vested. The number Shares as of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number Employee’s Date of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject Termination prior to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche Shares would have otherwise become fully vested, if Employee’s Date of Termination occurs by reason of Employee’s death or disability. (ii) Employee shall become fully vested under in the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise Shares as of the Options date of a “Change in Control,” if the “Change in Control” occurs prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary end of the Divestiture Period, and Employee’s Date of GrantTermination does not occur before the “Change of Control” date.

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3) of Unless the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have Committee otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, determines in its sole discretion, waive any requirement subject to earlier vesting in accordance with Section 6 of this Agreement or Section 11.1(b) of the Plan and subject to the last paragraph of this Section 5, the Restricted Share Units shall become vested in accordance with the following schedule (each date specified below being a Vesting Date): Please refer to the website of the Third Party Administrator, which maintains the database for vesting then remaining the Plan and permitprovides related services, for a specified period the specific Vesting Dates related to the Restricted Share Units (click on the specific Grant Name or Grant ID in the Portfolio/Account Summary View). On each Vesting Date, and upon the satisfaction of time consistent any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Restricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Share Units related thereto shall have become vested in accordance with this Agreement. If the Grantee is suspended (with or without compensation) or is otherwise not in good standing with the first sentence of Section 4(b) hereof Company or any Subsidiary as determined by the exercise Company’s Chief Legal Officer due to an alleged violation of the Options Company’s Code of Conduct, applicable law or other misconduct (a “Suspension Event”), the Company has the right to suspend the vesting of the Restricted Share Units until the day after the Company (as determined by the Chief Legal Officer or his/her designee) has determined (x) the suspension is lifted or (y) the Company determines lack of good standing has been cured (each, the “Recovery Date”). If the Suspension Event has occurred and prior to the satisfaction of such requirement. Any fractional Options that would result from application Recovery Date, the Grantee dies, becomes Disabled or is terminated without Cause or terminates for Good Reason, then the provisions of this Section 4(a5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to Retirement) shall or is terminated for Cause prior to the Recovery Date then the unvested Restricted Share Units will be aggregated and shall vest on terminated without any further vesting after the first anniversary date of the Date of GrantSuspension Event, unless otherwise agreed by the Company.

Vesting. The Options shall vest (a) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become exercisable as follows: one-third (1/3) vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the Options shall vest and become exercisable on each second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the first three anniversaries of Employer prior to the Date of Grant (each such one-third (1/3) of the Options which Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2013 will vest on each December 15, 2015 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such anniversary Phantom Units are credited to his or her Phantom Unit Account until December 15, 2015. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreementforfeited; provided, however, that to if the extent then unvestedParticipant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Options Participant’s unvested Phantom Units shall immediately become vested and exercisable if:as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (ic) If the Participant’s employment terminates due or service is terminated by the Employer without Cause (as defined in the Plan) prior to death or Permanent Disabilitythe Vesting Date, or (ii) the Deferral Units credited to the Participant’s employment terminates within two years after a Change Phantom Unit Account that have not vested will immediately vest in Control without Cause or for Good Reason. Further, provided, in full and the event of Matching Units credited to the Participant’s Retirement, Phantom Unit Account that have not vested will vest on a separate pro-rata rated basis based on the portion of the Tranche of Options (to the extent then unvested) vesting period during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one Employer. For the purpose of its Subsidiaries since the most recent Vesting Date by 36, by (B) determining the number of Options Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement (rounding up and while the Participant is employed by, or providing service to the nearest whole numberEmployer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), provided however, thatduring the Change of Control Period (as defined in the Plan), the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under Phantom Units credited to the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent or service with the first sentence of Section 4(bEmployer. (e) hereof Notwithstanding any other provisions set forth in this Agreement or in the exercise of Plan, if the Options prior Participant ceases to be employed by, or provide service to the satisfaction Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such requirement. Any fractional Options that would result from application of this Section 4(a) date shall be aggregated immediately terminate and shall vest on the first anniversary of the Date of Grantbecome null and void.

Vesting. The Options shall Of the 27,778 Restricted Shares subject to this Agreement, 13,889 Restricted Shares that have not previously been forfeited will vest on March 1, 2010 and become exercisable as follows: one-third (1/3) 13,889 Restricted Shares that have not previously been forfeited will vest on March 1, 2011. In addition, the Restricted Shares that have not previously vested or been forfeited will vest immediately upon the first to occur of the Options shall vest following events: (i) death of the Employee; (ii) Total Disability of the Employee; and become exercisable (ii) a Change of Control as defined in the Plan. Notwithstanding the foregoing, the number of Restricted Shares vesting on each of March 1, 2010 and March 1, 2011 may be reduced based upon the first three anniversaries relationship of the Date of Grant Company’s actual fully-diluted earnings-per-share (each “EPS”) for 2009 to budgeted EPS for 2009, as specifically set forth on Exhibit A attached hereto, as such onetargets may be amended from time-third (1/3) to-time by the Board. The Committee shall determine whether the performance hurdle was achieved as promptly as practicable following review of the Options which vest on each such anniversary shall be referred to herein as Company’s audited fiscal 2009 financial results. In the event that a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that reduction is applied to the extent then unvested, Vesting Schedule at the Options beginning of this Agreement (a) such a reduction shall occur immediately become vested upon determination by the Committee that the performance hurdle was not achieved and exercisable if: (ib) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing if such reduction would cause the number of completed months that Restricted Shares subject to vesting on each date specified in the Participant was employed by the Company or one Vesting Schedule to be a fraction of its Subsidiaries since the most recent Vesting Date by 36a share, by (B) the number of Options Restricted Shares subject to this Agreement (rounding vesting on March 1, 2010 shall be rounded down to the nearest whole-share while the number of Restricted Shares subject to vesting on March 1, 2011 shall be rounded up to the nearest whole number), provided however, that, the prowhole-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantshare.”

Vesting. The Options Except as otherwise provided in this Section 2 or in the Plan or as approved by the Administrator, the RSUs shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; providedterms of these Terms and Conditions (including the Notice and the Plan), howeveras follows (the occurrence of each such event described in Section 2(a)-(d), that to a “Vesting Event”): (a) the extent then unvested, the Options RSUs shall immediately become vested and exercisable if: on the earliest to occur of the (i) vesting dates set forth in the Participant’s employment terminates due to death or Permanent DisabilityNotice (each, or a “Vesting Date”), (ii) the Participant’s death and (iii) the Participant’s Disability, subject in each case to the Participant’s continued employment terminates within two years after with the Company or its Affiliate through such date; (b) upon the occurrence of a Change in Control without Cause or for Good Reason. FurtherControl, provided, all then outstanding unvested RSUs shall be treated as provided in the event of Plan; (c) if the Participant’s Retirementemployment terminates in a Qualifying Termination prior to the fourth anniversary of the Vesting Commencement Date set forth in the Notice, then (i) a separate pro-pro rata portion of the Tranche outstanding unvested RSUs that would otherwise have vested upon the next Vesting Date following such Qualifying Termination (assuming the Participant had remained employed through such Vesting Date) shall become vested based on the portion of Options the period between (x) the Vesting Date preceding such Qualifying Termination (or, if the Qualifying Termination occurs prior to the extent then unvestedfirst Vesting Date, the Vesting Commencement Date) during which and (y) the Retirement occurs next Vesting Date following such Qualifying Termination that has elapsed as of the date of such termination (the “Accelerated RSUs”) and (ii) the balance of the RSUs (the “Deferred RSUs”) shall immediately remain outstanding and unvested and shall become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying vested on the remaining Vesting Date or Vesting Dates, as applicable, following such Qualifying Termination provided the Participant (A) has not violated Section 13(b) through such Vesting Date and (B) has provided certification of such ongoing compliance with Section 13(b) in writing to the quotient obtained by dividing Company prior to (but no more than 90 days prior to) such Vesting Date. (d) if the number Participant’s employment terminates in a Qualifying Retirement (as defined below) prior to the fourth anniversary of completed months that the Vesting Commencement Date, all of the outstanding unvested RSUs shall become vested on the remaining Vesting Date or Vesting Dates, as applicable, following such termination provided the Participant was employed (i) has not violated Section 13(b) through such Vesting Date and (ii) has provided certification of such ongoing compliance with Section 13(b) in writing to the Company prior to (but no more than 90 days prior to) such Vesting Date. For purposes of these Terms and Conditions, employment with the Company will be deemed to include employment with, or, if approved by the Administrator, other service to, the Company or one Company’s Affiliates, but in the case of its Subsidiaries since employment with or service to an Affiliate, only during such time as such Affiliate is an affiliate of the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up Company. Notwithstanding anything contained in these Terms and Conditions to the nearest whole number), provided however, thatcontrary, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee mayAdministrator, in its sole discretion, waive may accelerate the vesting of any requirement RSUs, at such times and upon such terms and conditions as the Administrator shall determine, so long as the delivery of Shares for vesting then remaining and permit, for a specified period of time consistent with the first sentence of any RSUs subject to Section 4(b) hereof the exercise 409A of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantCode is permitted thereby.

Vesting. The Options (a) To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, as calculated in accordance with Section 4 (the “Earned Amount”), and the Participant’s rights to such vested number of Restricted Share Units shall become exercisable nonforfeitable as follows: one-third (1/3) of the Options last day of the Performance Period, subject to Section 3(d) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the minutes of a meeting of the Committee) the extent to which the Performance Criteria and all other material terms of this Agreement have been met. (b) In the event the Participant dies or terminates employment on account of a Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as is equal to the product of (i) the Earned Amount that the Participant would have earned had he not died or had his employment terminated on account of Disability and become exercisable on each (ii) the quotient of (A) the number of days beginning with the first day of the first three anniversaries Performance Period and ending on the date of the Date of Grant (each such one-third (1/3) of Participant’s death or the Options which vest on each such anniversary shall be referred to herein date the Participant’s employment is terminated as a “Tranche” result of Disability, as applicable, and each such anniversary a Vesting Date(B) unless previously vested or forfeited the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Plan Performance Criteria shall vest) and the Participant’s, or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death estate’s or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, beneficiaries’ in the event of the Participant’s Retirementdeath, a separate pro-rata portion rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of the Tranche of Options (such Restricted Stock Units would have been issued pursuant to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that Section 5 hereof had the Participant was employed by the Company not died or one had his employment terminated on account of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such RetirementDisability. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reasonforegoing, the Compensation Committee may, in its sole and absolute discretion, waive subject to the requirements of Section 409A of the Code, approve the vesting of more of the Restricted Share Units than would otherwise vest based on the application of the provisions of this Section 3(b) upon the death of the Participant or the termination of the Participant’s employment on account of Disability. (c) In the event this Award Agreement is assumed in connection with a Change in Control, the Committee shall make such adjustments to the Performance Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment with or service to the Company or any requirement of its Affiliates is terminated for vesting then remaining any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, (and permitbefore the Restricted Share Units otherwise have become vested under Section 3(a) or (b)), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for a specified period the avoidance of time consistent doubt, no additional amount of Restricted Share Units in which the Participant may have been entitled to vest in accordance with the first sentence Performance Criteria shall vest) and the Participant’s rights to such vested amount of Section 4(b) hereof the exercise Restricted Share Units shall become nonforfeitable as of the Options date on which the Participant’s employment with or service to the Company is terminated. (d) Except as provided in Section 3(b) or (c) above or as otherwise provided in any written agreement by and between the Company and the Participant, if the Participant’s employment with the Company terminates for any reason prior to the satisfaction expiration of such requirement. Any fractional Options that would result from application of this Section 4(a) the Performance Period, all then-unvested Restricted Share Units shall be aggregated canceled immediately and shall vest on not be payable to the first anniversary of the Date of GrantParticipant.

Vesting. The Options shall RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and become exercisable as follows: one-third will be immediately settled in shares of Common Stock and be immediately transferable thereafter (1/3but in any event within 70 days) upon the occurrence of any of the Options following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and become exercisable be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, it will be assumed that the Company achieved “target” performance on each of the first three anniversaries performance measures, resulting in the payment of 100% of the Date target award amount of Grant (each such one-third (1/3) this grant. All RSUs will be forfeited upon termination of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance Employee’s employment with the Plan Employer before the Vesting Date for a reason other than death, Disability or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by retirement from the Company upon or one after attaining age 62 and 10 Years of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantService.

Vesting. The Options Subject to the Optionee’s continued employment or other service relationship with the Company or its Subsidiaries through each applicable vesting date (except as otherwise provided in this Section 4), the Option shall vest become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable as follows: one-third according to the following provisions: (1/3a) Twenty percent (20%) of the Options Tranche A Option shall vest become a Vested Option and shall become exercisable on each of the first three five (5) anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable ifthat: (i) the Participantentire Tranche A Option shall immediately become a Vested Option and shall become exercisable upon a Change in Control, and (ii) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s employment terminates due to death or Permanent other service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the installment of the Tranche A Option scheduled to vest on the anniversary of the Grant Date next following such Termination of Relationship (if any) shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the number of Option Shares equal to 20% of the Tranche A Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the last anniversary of the Grant Date prior to the date of the Termination of Relationship or, if no such anniversary date has yet occurred, the Grant Date, and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Tranche A Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control (notwithstanding the provisions of Section 4(a)(i)) and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. (b) The Tranche B Option shall become a Vested Option and shall become exercisable as follows: (i) Fifty percent (50%) of the Tranche B Option shall become a Vested Option and shall become exercisable upon any Measurement Date if Apollo has achieved a MOIC of at least one and three-quarters (1.75), as calculated by the Committee; and (ii) Up to fifty percent (50%) of the Tranche B Option shall become a Vested Option and shall become exercisable upon any Measurement Date if Apollo has achieved a MOIC of greater than one and three-quarters (1.75) and up to two and one-quarter (2.25), determined based on linear interpolation between such MOIC achievement levels, as calculated by the Committee. If a Termination of Relationship occurs (x) prior to the occurrence of a Change in Control and (y) as a result of (A) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, the unvested portion of the Tranche B Option (if any) shall remain outstanding and eligible to become a Vested Option during the 90 day period following such Termination of Relationship upon achievement of the performance criteria set forth in Section 4(b) (after giving effect to Section 4(c)(i), if applicable) during such 90 day period, and any such portion that becomes a Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of Relationship occurred on the date of vesting; provided, that any portion of the Tranche B Option which remains unvested as of (I) the end of such 90 day period, or, (II) if earlier, after giving effect to the application of Section 4(c)(i) to the extent a Change in Control occurs and Apollo elects to give effect to Section 4(c)(i), shall be immediately forfeited; provided, further, that if a Change in Control occurs during such 90 day period and Apollo does not elect to give effect to Section 4(c)(i), any unvested portion of the Tranche B Option shall remain outstanding and the provisions of Section 4(b)(2) below (and not the provisions of Section 4(c)(ii)) will apply to such unvested portion of the Tranche B Option. If a Termination of Relationship occurs (a) following the occurrence of a Change in Control in which Apollo elected to give effect to Section 4(c)(ii) and (b) as a result of (x) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause or (y) the Optionee’s death, serious illness or Disability, then Apollo shall elect one of the following two alternatives: (1) The term Measurement Date shall be deemed amended to also mean the date of such Termination of Relationship, and the fair value (as reasonably determined in good faith by the Apollo Holders) as of the date of such termination of any Non- Cash Consideration received by the Apollo Holders upon or prior to such Measurement Date (that has not previously become, or been treated as, Cash Consideration) shall be treated as Cash Consideration. Any portion of the Tranche B Option which does not become a Vested Option upon the occurrence of such Termination of Relationship, in accordance with the performance criteria set forth in Section 4(b) (after giving effect to this Section 4(b)(1)), shall be immediately forfeited. Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(b)(1) shall remain outstanding pursuant to the provisions of Section 8(a); or (2) The unvested portion of the Tranche B Option (if any) as of the date of such Termination of Relationship shall remain outstanding and eligible to become a Vested Option upon any future Measurement Date, in accordance with the performance criteria set forth in Section 4(b), until the tenth anniversary of the Grant Date or, if earlier, the date on which the Tranche B Option terminates pursuant to this Agreement or the Plan for any reason other than set forth in Section 8(a)(ii) or 8(a)(iii). Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(b)(2) shall automatically terminate without consideration and shall become null and void and be of no further force and effect upon the earliest of (A) the tenth anniversary of the Grant Date, (B) the date of the Termination of Relationship of the Optionee for Cause and (C) the 90th day following the date that the applicable unvested portion of the Tranche B Option becomes a Vested Option. (c) Upon the occurrence of a Change in Control with respect to which the Apollo Holders receive any Non-Cash Consideration in lieu of, or in addition to, Cash Consideration, Apollo shall elect one of the following two alternatives: (i) The term Measurement Date shall be deemed amended to also mean the date of such Change in Control, and the fair value (as reasonably determined in good faith by the Apollo Holders) as of the date of such Change in Control of any such Non-Cash Consideration shall be treated as Cash Consideration. Any portion of the Tranche B Option which does not become a Vested Option upon the occurrence of such Change in Control, in accordance with the performance criteria set forth in Section 4(b) (after giving effect to this Section 4(c)(i)), shall be immediately forfeited. Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(c)(i) shall remain outstanding pursuant to the provisions of Section 8(a); or (ii) Any portion of the Participant’s employment terminates within two years after Tranche B Option which does not become a Vested Option upon the occurrence of such Change in Control shall remain outstanding and eligible to become a Vested Option upon any future Measurement Date in accordance with the performance criteria set forth in Section 4(b), until the Tranche B Option terminates pursuant to this Agreement or the Plan (including, without Cause limitation, in connection with a Termination of Relationship pursuant to Section 8(a)). Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(c)(ii) shall remain outstanding pursuant to the provisions of Section 8(a). (d) Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for Good Reason. Furtherany reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options Optionee (to the extent then whether vested or unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantforfeited.

Vesting. The Options shall vest (a) Subject to Sections 2 and become exercisable 5 of this Agreement, the restrictions on the Award will lapse as follows: one-third set forth in Section 4(b) below; provided, that, the Participant is employed on each Vesting Date (1/3as defined below) by the Company or an Affiliate. As soon as practicable after the Award vests and consistent with Section 409A of the Options Code, payment shall vest be made in Stock (based upon the Fair Market Value of the Stock on the day all restrictions lapse) and become exercisable on each cash in the amount of any Dividend Equivalents credited to the Participant’s account with respect to such shares of Stock. The Committee shall cause the Stock to be electronically delivered to the Participant’s electronic account with respect to such Stock free of all restrictions. Pursuant to Section 12, the cash and/or the number of shares delivered shall be net of the amount of cash and/or the number of shares withheld for satisfaction of Tax-Related Items (as defined below), if any. (b) The restrictions described in this Agreement will lapse upon determination by the Board or the Compensation Committee of the Board that the Company’s Earnings Before Taxes (EBT) for the period from January 1, 2020 to December 31, 2020 meets the vesting criteria set forth in the 2020 ADS EBT Performance Chart shown below. Upon such determination, the restrictions will lapse with respect to 33% upon the day of the first three anniversaries anniversary of the Grant Date; an additional 33% of the Award will become vested on the day of the second anniversary of the Grant Date; and the final 34% of the Award will become vested on the day of the third anniversary of the Grant Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as anniversary, a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement”); provided, however, that to the extent then unvestedthat, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was is employed by the Company or one an Affiliate on each Vesting Date. If the Participant ceases to be employed by the Company or an Affiliate at any time prior to a Vesting Date, any and all unvested Restricted Stock Units and their related Dividend Equivalents shall automatically be forfeited upon such cessation of its Subsidiaries since the most recent service. The aggregate number of Restricted Stock Units on which restrictions will lapse on each Vesting Date will be determined in accordance with the following 2020 ADS EBT Performance Chart. For example, if the Company’s EBT for the period from January 1 through December 31, 2020 is determined by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, Board or the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior Board to be $1,104.0 million, then restrictions on 52.0% of the satisfaction total Award will lapse, with restrictions on 33% of such requirement. Any fractional Options that would result from application the 52.0% lapsing upon the day of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date Grant Date, restrictions on 33% of Grant.the 52.0% lapsing on the day of the second anniversary of the Grant Date, and restrictions on 34% of the 52.0% lapsing on the day of the third anniversary of the Grant Date, provided the Participant is employed by the Company or an Affiliate on each Vesting Date: <$1045.5 0 % $ 1,045.5 25 % 85 % $ 1,057.2 30 % 86 % $ 1,068.9 36 % 87 % $ 1,080.6 41 % 88 % $ 1,092.3 47 % 89 % $ 1,104.0 52 % 90 % $ 1,115.8 58 % 91 % $ 1,127.5 63 % 92 % $ 1,139.2 68 % 93 % $ 1,150.9 74 % 94 % $ 1,162.6 79 % 95 % $ 1,174.3 85 % 95 % $ 1,186.0 90 % 96 % $ 1,197.0 93 % 97 % $ 1,208.0 95 % 98 % $ 1,219.0 98 % 99 % $ 1,230.0 100 % 100 % $ 1,248.5 105 % 102 % $ 1,266.9 110 % 103 % $ 1,285.4 115 % 105 % $ 1,303.8 120 % 106 % $ 1,322.3 125 % 108 % $ 1,340.7 130 % 109 % $ 1,359.2 135 % 111 % $ 1,377.6 140 % 112 % $ 1,396.1 145 % 114 % $ 1,414.5 150 % 115 % ˃$1,414.5 150 %

Vesting. The Options shall vest and become exercisable (a) Except as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall may otherwise be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; providedprovided herein, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event 40% of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options RSUs (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up rounded down to the nearest whole number), provided however, that, the pro-rata portion that vests Share) shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Grant Date, (ii) 40% of the RSUs (rounded down to the nearest whole Share) shall become vested on the second anniversary of the Grant Date and (iii) the remainder of Grantthe RSUs shall become vested on the third anniversary of the Grant Date, in the case of each of clauses (i), (ii) and (iii), subject to Participant not having incurred a Termination of Employment prior to the applicable vesting date. (b) Except as provided in the immediately following sentence, in the event that Participant incurs a Termination of Employment, any unvested RSUs shall be forfeited by Participant without consideration therefor. Notwithstanding the foregoing, if Participant incurs a Termination of Employment (i) as a result of termination by the Company or its Affiliate without Cause on or after the first anniversary of the Grant Date, then any unvested RSUs that are outstanding immediately prior to such Termination of Employment and that would have vested on the next vesting date shall vest pro-rata as of the date of Participant’s Termination of Employment, with the number of RSUs vesting to be determined by multiplying the number of unvested RSUs that would have vested on the next vesting date by a fraction, the numerator of which is the number of days between the prior vesting date (or Grant Date if no vesting date occurred prior to Participant’s Termination of Employment) and the date of Participant’s Termination of Employment and the denominator of which is 365; or (ii) due to Participant’s death or Disability, then any unvested RSUs shall accelerate and vest in full as of the date of Termination of Employment and be paid out as soon as is administratively practicable.

Vesting. The Options shall vest This option is only exercisable before it expires and become exercisable then only with respect to the vested portion of this option. Subject to the preceding sentence, you may exercise this option, in whole or in part, to purchase a whole number of vested shares not less than 100 shares, unless the number of shares purchased is the total number available for purchase under this option, by following the procedures set forth in the Plan and below in this Agreement. Your right to purchase shares of Stock under this option vests as follows: to one-third fourth (1/31/4) of the Options shall vest and become exercisable total number of shares covered by this option, as shown on each the cover sheet, on the one-year anniversary of the first three anniversaries of the Vesting Start Date of Grant (“Anniversary Date”), provided you then continue in Service. Thereafter, for each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited vesting date that you remain in accordance with the Plan or this Agreement; providedService, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that shares of Stock which you may purchase under this option shall vest at the Participant was employed by the Company or one rate of its Subsidiaries since the most recent Vesting Date by 36, by one-fourth (B1/4) the per year as of each Anniversary Date. The resulting aggregate number of Options subject to this Agreement (rounding up vested shares will be rounded to the nearest whole number), provided however, that, and you cannot vest in more than the pro-rata portion that vests shall only become exercisable on the date the applicable portion number of each such Tranche would have otherwise become vested under the schedule described above in shares covered by this Section 4(a) absent such Retirementoption. Notwithstanding the foregoing sentencesexercise periods described above, upon if (a) a Participanttransaction is made and consummated involving the sale of all or substantially all of the Company’s termination assets, or the sale of a majority of its outstanding shares, whether by way of merger, consolidation, business combination or otherwise; (b) a tender offer or exchange offer is made and consummated in a transaction for the ownership of securities of the Company representing more than 50 percent of the combined voting power of the Company’s then outstanding voting securities; (c) you terminate your employment with the Company for Good Reason; (d) the Company terminates your employment without Cause; or (e) your Service terminates because of your death or Disability (as defined below), then your vesting rights under this Agreement shall be immediately accelerated and you (or your estate or heirs in the event of your death) shall be immediately entitled to exercise all option rights granted under this Agreement to the extent not then exercisable and not yet canceled or terminated; provided that such option rights must be exercised, if at all, within ten years from the Effective Date. [Any transaction of the type described in either of clause “(a)” or clause “(b)” above shall hereinafter be referred to as a “Change of Control Transaction”]. Except as set forth in this section and in the section of this Agreement entitled “Non-Competition,” no additional vesting of your right to purchase shares of Stock shall occur after your Service has terminated for any reason, . Your option will expire in any event at the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period close of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest business at Company headquarters on the first day before the 10th anniversary of the Date Grant Date, as shown on the cover sheet. You may exercise the vested portion of Grantyour option at any time prior to that expiration date. In the event of your death, your estate or heirs may exercise the vested portion of your option at any time prior to that expiration date.

Vesting. The Options Subject to Sections 5 and 6 below, and pursuant to the terms of this Agreement and the Plan (and as summarized on Exhibit A attached hereto), the Restricted Shares shall be eligible to vest and become exercisable no longer be subject to Restrictions as follows: one-third (1/3) of the Options shall vest and become exercisable Vesting Date to the extent that the MSCI Index Relative Performance goals set forth on each of Exhibit A attached hereto are satisfied for the first three anniversaries of the Date of Grant Performance Period (each such one-third (1/3) term as defined below), subject to the Awardee being an employee of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Company or an Affiliate thereof through the Vesting Date. As soon as reasonably practicable following the end of the Performance Period (but in no event later than thirty (30) unless previously vested or forfeited in accordance with days after the Plan or this Agreement; provided, however, that to end of the extent then unvestedPerformance Period), the Options Committee shall immediately determine (such date of determination by the Committee, the “Vesting Date”) the Company TSR Percentage, the MSCI Index TSR Percentage, the MSCI Index Relative Performance, the Vesting Percentage and the number of Restricted Shares subject hereto that have become vested and exercisable if: no longer subject to Restrictions as of the Vesting Date (i) with any fractional Restricted Share rounded as determined by the Participant’s employment terminates due Company). Any Restricted Shares subject hereto that have not become vested and no longer subject to death Restrictions as of the Vesting Date for any reason shall immediately be forfeited as of such date without consideration therefor, and the Awardee shall have no further right or Permanent Disability, or (ii) interest in or with respect to such Restricted Shares. Notwithstanding the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, providedforegoing, in the event that a Change of Control occurs prior to the end of the Participant’s Retirement, a separate pro-rata portion of Performance Period and the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by Awardee remains in continued employment with the Company or one an Affiliate thereof until at least immediately prior to the Change of its Subsidiaries since Control, a number of Restricted Shares equal to the most recent Vesting Date by 36, by product of (Bx) the number of Options then-outstanding Restricted Shares multiplied by (y) the Vesting Percentage calculated assuming that the MSCI Index Relative Performance for the Performance Period is attained at Target Level (as set forth on Exhibit A) (with any fractional Restricted Share rounded as determined by the Company) shall automatically become fully vested and no longer subject to Restrictions as of the date of such Change of Control. For purposes of this Agreement (rounding up to the nearest whole number), provided however, thatAgreement, the pro-rata portion that vests following terms shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.their respective meanings set forth below:

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

Vesting. The Options Subject to the terms and conditions set forth herein and in the Plan, the Restricted Stock Units shall vest and become exercisable as follows: one-third (1/3) 100% vested on the last day of the Options shall vest and become exercisable on each of Vesting Period (the first three anniversaries of “Vesting Date”), provided the Participant has remained in Service from the Date of Grant through the Vesting Date. Notwithstanding the foregoing, (each such one-third (1/3a) if the Participant ceases to be in Service prior to the Vesting Date as a result of the Options which Participant’s death or Disability, the Restricted Stock Units shall become 100% vested as of the date of such cessation of Service; (b) if the Participant’s Service terminates during the Vesting Period due to the Participant’s Voluntary Retirement, then the Restricted Stock Units shall continue to vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a if the Participant had continued in Service through the Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that (i) if the Participant’s Service terminates due to the Participant’s Voluntary Retirement prior to the date of a Qualifying Change in Control that occurs after the Date of Grant, the Restricted Stock Units shall become 100% vested as of the date of the Qualifying Change in Control and (ii) if the Participant’s Service terminates due to the Participant’s Voluntary Retirement after the date of a Qualifying Change in Control that occurs after the Date of Grant, the Restricted Stock Units to the extent then unvested, outstanding shall become 100% vested as of the Options shall immediately become vested and exercisable if:date of such termination; and (ic) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates if within two (2) years after following a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement that occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of after the Date of Grant, the Participant’s Service as an employee is involuntarily terminated by the Company (or successor thereto, or a Parent or Subsidiary), whether or not for Cause, the Restricted Stock Units to the extent outstanding shall become 100% vested as of the date of such cessation of Service.

Vesting. The Options shall vest Optionee may not purchase any shares by exercise of this Option between the date of this Agreement and the first anniversary date of this Agreement. On and for a period of five years after the following anniversary dates of this Agreement, this Option may be exercised up to the indicated percentage of shares covered by this Option (the shares as to which the Option vests herein sometime called "VESTED OPTION SHARES"), subject to Section 5 below: Cumulative Percentage of Percentage of Originally Originally Covered Shares Covered Shares as to Which Anniversary as to Which Option is Date Option Vests Exercisable ---- ------------ ----------- First 33 1/3% 33 1/3% Second 33 1/3% 66 2/3% Third 33 1/3% 100% Subject to earlier termination under Section 5, at any time after shares covered by this Agreement become exercisable as follows: one-third (1/3) Vested Option Shares, but no later than the fifth anniversary date of the Options shall vest and date shares become exercisable on each Vested Option Shares (the "EXPIRATION DATE" with respect to such Shares), Optionee may purchase all or any part of the first three anniversaries of Vested Option Shares which Optionee theretofore failed to purchase. In each case the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shares which may be purchased shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number)full share. Unless Optionee indicates otherwise in writing when it exercises this Option, provided however, that, Optionee shall be deemed to exercise Vested Option Shares in the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above order in this Section 4(a) absent such Retirementwhich they vested. Notwithstanding the foregoing sentencesprovisions or the provisions of Section 5 of this Agreement to the contrary, upon the occurrence of a Participant’s termination Change of employment Control all shares of Common Stock covered hereby which have not yet become Vested Option Shares shall thereupon become Vested Option Shares, and from and after the occurrence of such Change of Control and until the Expiration Date for any reasoneach Vested Option Share, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent Optionee shall be entitled to exercise his rights under this Agreement with respect to such Vested Option Share. For the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application purposes of this Section 4(a) Agreement, a "CHANGE OF CONTROL" shall be aggregated and shall vest on deemed to have occurred if a Change of Control has occurred for the first anniversary purposes of the Date of GrantExhibit A hereto.

Vesting. The Options shall RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and become exercisable as follows: one-third will be immediately settled in shares of Common Stock and be immediately transferable thereafter (1/3but in any event within 70 days) upon the occurrence of any of the Options following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and become exercisable be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any then-completed year in the performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not then been completed, it will be assumed that the Company achieved “target” performance on each of the first three anniversaries performance measures for such year(s), resulting in the payment of 100% of the Date of Grant (each such one-third (1/3) half of the Options which vest on each total target RSU award amount of this grant relating to such anniversary shall year(s). All RSUs will be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance upon termination of the Employee’s employment with the Plan Employer before the Vesting Date for a reason other than death, Disability or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by retirement from the Company upon or one after attaining age 62 and 5 Years of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantService.

Vesting. (i) The Options Restricted Stock granted pursuant to Section 1 above shall vest and become exercisable as follows: one-third cease to be Restricted Stock (1/3but shall remain subject to Section 5 of this Agreement) of the Options shall vest and become exercisable in equal annual installments on each of the first three third, fourth and fifth anniversaries of the Grant Date of Grant (each such i.e., one-third (1/3) per year), provided that the Participant has not incurred a Termination of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that Employment prior to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, orapplicable vesting date. (ii) There shall be no proportionate or partial vesting in the Participant’s employment terminates within two years after periods prior to the vesting date and all vesting shall occur only on the vesting date; provided that no Termination of Employment has occurred prior to such date. (iii) In the event of a Change in Control Termination of Employment without Cause or for Good Reason. Further, provided, Reason (as defined in the event of the Participant’s Retirementemployment agreement with the Company), a separate proor due to non-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed renewal by the Company of such employment agreement, or one upon the Participant’s death or Disability (or term or concept of its Subsidiaries since like import, as defined in the most recent Vesting Date by 36Participant’s employment agreement with the Company) (each, by (Ban “Acceleration Event”) the number of Options subject to this Agreement (rounding up prior to the nearest whole number)fourth anniversary of the date of grant, provided however, that, then any remaining unvested Shares of Restricted Stock that would have vested if the pro-rata portion that vests Participant’s employment had continued for an additional twelve (12) months shall only become exercisable vested on the date of such Acceleration Event and cease to be Restricted Stock (but shall remain subject to Section 5 of the applicable portion Agreement). The Shares of each such Tranche would have otherwise Restricted Stock will become fully vested under the schedule described above on a Change in this Section 4(aControl. (iv) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination When any Shares of employment for any reasonRestricted Stock become vested, the Compensation Committee mayCompany shall promptly issue and deliver, unless the Company is using book entry, to the Participant a new stock certificate registered in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise name of the Options prior Participant for such Shares without the legend set forth in Section 4 hereof and deliver to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantParticipant any related other RS Property, subject to applicable withholding.

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3A) On the last day of the Options Measurement Period, the PRSU Shares stated on the Acceptance Page shall vest be adjusted pursuant to the Specific Performance Goals as set forth on Exhibit A attached hereto, and after the adjustment, become exercisable on each the total number of the first three anniversaries of Vested Shares that will be used to settle the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this AgreementPRSUs under section 1(d); provided, however, that (x) if the Recipient’s employment or engagement with the Company or any Subsidiary is terminated before the Vesting Start Date for any reason, (y) if the Recipient retires, dies or becomes Disabled before the last day of the Measurement Period, or (z) if a Sale Event4 takes place prior to the extent then unvestedVesting Start Date and the surviving or acquiring entity or the new entity resulting from the Sale Event refuses to assume or continue the PRSUs or to substitute a similar equity award, the Options PRSUs shall be forfeited in their entirety and no distribution or payment of any amount under such PRSUs shall ever be made to the Recipient. For clarity, any PRSUs, assumed, continued or substituted following the Sale Event (that takes place prior to the Vesting Start Date) will be subject to section 2(B) below. (B) Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3, following the Measurement Period, the PRSUs shall vest (that is, the Restricted Period with respect thereto shall terminate) pursuant to the Vesting Schedule; provided, however, that the Date, he or she shall be considered a Specified Employee for the 12-month period commencing on the February 1st immediately become vested following the Specified Employee Identification Date (i.e., from February 1st to the following January 31st), even if he or she is no longer employed or engaged by the Company on or after the Specified Employee Identification Date. For the purposes of this section 1(d), a “Specified Employee” shall mean: • the Recipient owns 5% or more of all outstanding Common Stock; • the Recipient owns 1% or more of all outstanding Common Stock and exercisable if: has an annual compensation of more than $150,000; and/or • the Recipient is among the top 50 most highly-compensated officers of the Company and the Subsidiaries forming a controlled group of corporations within the meaning of Code section 1563(a) (based on total W-2 compensation plus elective 401(k) plan deferrals) and has an annual compensation exceeding the indexed dollar limit then in effect pursuant to Treas. Reg. § 1.409A-1(i) promulgated under Code (which is $180,000 for 2019). 4 A “Sale Event” shall mean (i) the Participant’s employment terminates due sale or other disposition of all or substantially all of the assets of the Company or the Subsidiary that employs or engages the Recipient, including a majority or more of all outstanding stock of the Subsidiary, on a consolidated basis to death one or Permanent Disabilitymore unrelated persons or entities, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause Control, or (iii) the sale or other transfer of outstanding Common Stock to one or more unrelated persons or entities (including by way of a merger, reorganization or consolidation in which the outstanding Common Stock are converted into or exchanged for Good Reason. Furthersecurities of the successor entity) where the stockholders of the Company, providedimmediately prior to such sale or other transfer, would not, immediately after such sale or transfer, beneficially own shares representing in the event aggregate more than 50 percent of the Participant’s Retirement, a separate pro-rata portion voting shares of the Tranche acquirer or surviving entity (or its ultimate parent corporation, if any). For the purpose of Options sub-section (to iii) of this definition, only voting shares of the extent then unvestedacquirer or surviving entity (or its ultimate parent, if any) during which received by stockholders of the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement Company in exchange for Common Stock shall be calculated counted, and any voting shares of the acquirer or surviving entity (or its ultimate parent, if any) already owned by multiplying (A) the quotient obtained by dividing the number stockholders of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) transaction shall be aggregated and shall vest on the first anniversary of the Date of Grantdisregarded. 3 | P a g e 01435\040\8330619.

Vesting. The Options (a) Subject to the terms of this Section 3, the Stock Units shall vest and become exercisable as follows: one-third (1/3) of vested [ ], provided that the Options shall vest and become exercisable on each of Participant continues to be employed by, or provide services to, the first three anniversaries of Employer from the Date of Grant until the [applicable] Vesting Date. (each such one-third (1/3b) The vesting of the Options which Stock Units shall be cumulative, but shall not exceed 100% of the Stock Units. If the foregoing schedule would produce fractional Stock Units, the number of Stock Units that vest shall be rounded down to the nearest whole Stock Unit and the fractional Stock Units will be accumulated so that the resulting whole Stock Units will be included in the number of Stock Units that become vested on the last Vesting Date. [Notwithstanding Section 3(a) above, upon the Participant’s termination of employment or service from the Employer on account of the Participant’s (i) Disability, (ii) Retirement, (iii) death, or (iv) termination by the Employer without Cause, the Participant shall be treated for vesting purposes as though the Participant remained employed or providing service to the Employer through the next subsequent Vesting Date following Participant’s termination, meaning the Participant shall vest in the Stock Units that would have otherwise become vested as of such next subsequent Vesting Date provided, however, the Company has the right to reduce or change the amount depending on the facts and circumstances.]/[Notwithstanding Section 3(a) above, the Stock Units shall vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Datepro-rata basis upon the Participant’s termination of employment or service from the Employer on account of the Participant’s (i) unless previously vested Disability, (ii) Retirement, (iii) death, (iv) resignation for Good Reason or forfeited in accordance with (v) termination by the Plan or this AgreementEmployer without Cause; provided, however, that the Company has the right to reduce or change the extent then unvested, amount depending on the Options facts and circumstances. Pro-rata vesting shall immediately become vested and exercisable if: be determined by dividing (i) the Participant’s total number of days the Participant was employed from the Date of Grant through the date of termination of employment terminates due to death or Permanent Disability, or service with the Employer by (ii) the Participant’s total number of days between the Date of Grant and the Vesting Date.] (c) Except as otherwise provided in a written employment terminates within two years after a Change in Control without Cause agreement or for Good Reason. Further, providedseverance agreement entered into by and between the Participant and the Employer, in the event of the Participant’s Retirement, a separate pro-rata portion Change of Control before all of the Tranche Stock Units vest in accordance with Section 3(a) above, the provisions of Options (the Plan applicable to a Change of Control shall apply to the extent then unvested) during which Stock Units, and, in the Retirement occurs shall immediately become vested. The number event of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) a Change of Control, the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up Committee may take such actions with respect to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior Stock Units as it deems appropriate pursuant to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantPlan.

Vesting. The Options shall vest and become exercisable Except as follows: one-third (1/3) otherwise provided herein, provided that the Grantee has not incurred a Termination as of the Options shall applicable vesting date, the RSUs will vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan following schedule: [Vesting Date] [Number of RSUs] [Vesting Date] [Number of RSUs] [Vesting Date] [Number of RSUs] (a) The foregoing vesting schedule notwithstanding, except as provided in Section 3(b) or this Agreement; provided(c), howeverupon the Grantee’s Termination for any reason at any time before all of the RSUs have vested, that the Grantee’s unvested RSUs shall be automatically forfeited upon such Termination and the Company shall not have any further obligations to the extent then unvestedGrantee under this Award Agreement. (b) In the case of the Grantee’s death or Disability, for purposes of determining vesting under this Section 3, the Options shall immediately become vested and exercisable if: (i) the ParticipantGrantee’s employment terminates due will be deemed to death have been terminated on the next scheduled anniversary date of the Grant Date for the purposes of vesting, and that period will count towards the applicable vesting schedule. For purposes of this Section 3(b), “Disability” has the same meaning as such term is defined in the Company’s long-term disability insurance policies which now or Permanent Disability, hereafter cover the permanent disability of the Grantee or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event absence of such policies, means the inability of the Participant’s RetirementGrantee to work in a customary day-to-day capacity for six (6) consecutive months or for six (6) months within a twelve (12) month period, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed as determined by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantBoard.

Vesting. The Options shall vest and become exercisable 3.1 Except as follows: one-third (1/3) otherwise stated herein, provided that the Grantee remains as an employee of the Options shall vest and become exercisable Company through the applicable vesting date, the right to receive Common Stock on each the basis of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which Restricted Stock Units will vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or schedule set forth below. The period during which a Restricted Stock Unit is not vested is the “Restricted Period”. 25,000 12/20/18 25,000 6/20/19 25,000 12/20/19 25,000 6/20/20 3.2 The foregoing vesting schedule notwithstanding and subject to the provisions set forth below in this Section 3.2, if the Grantee’s employment terminates for any reason at any time before all of Grantee’s Restricted Stock Units have vested, the Grantee’s unvested Restricted Stock Units shall be automatically forfeited upon such termination of employment and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement; provided, however, that to the extent then unvested. (a) During any authorized leave of absence, the Options running of Restriction Periods that have not lapsed within 90 days following the first day of the leave of absence shall immediately become vested be suspended after the leave of absence exceeds a period of 90 days. Restriction Periods that are suspended due to a leave of absence shall resume upon the Grantee’s termination of the leave of absence and exercisable if:return to service, and the end date of the Restriction Periods shall be extended by the length of the suspension. (ib) In the Participantevent the Grantee’s employment with the Company terminates due to death or Permanent Disabilitydisability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event Restriction Periods that have not previously lapsed will accelerate and lapse immediately prior to such termination of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vestedservice. The number term “disability” shall mean Grantee’s inability to engage in any substantial gainful activity by reason of unvested Options that shall vest pro-rata upon Retirement shall any medically determinable physical or mental impairment which can be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company expected to result in death or one of its Subsidiaries since the most recent Vesting Date by 36lasted, by (B) the number of Options subject or can be expected to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permitlast, for a specified continuous period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantnot less than 12 months.

Vesting. The Options shall vest (a) Subject to Sections 2 and become exercisable 5 of this Agreement, the restrictions on the Award will lapse as follows: one-third set forth in Section 4(b) below; provided, that, the Participant is employed on each Vesting Date (1/3as defined below) by the Company or an Affiliate. As soon as practicable after the Award vests and consistent with Section 409A of the Options Code, payment shall vest be made in Stock (based upon the Fair Market Value of the Stock on the day all restrictions lapse) and become exercisable on each cash in the amount of any Dividend Equivalents credited to the Participant’s account with respect to such shares of Stock. The Committee shall cause the Stock to be electronically delivered to the Participant’s electronic account with respect to such Stock free of all restrictions. Pursuant to Section 12, and cash and/or the number of shares delivered shall be net of the amount of cash and/or the number of shares withheld for satisfaction of Tax-Related Items (as defined below), if any. (b) The restrictions described in this Agreement will lapse upon determination by the Board or the Compensation Committee of the Board that the Company’s Earnings Before Taxes (EBT) for the period from January 1, 2019 to December 31, 2019 meets the vesting criteria set forth in the 2019 ADS EBT Performance Chart shown below. Upon such determination, the restrictions will lapse with respect to 33% upon the day of the first three anniversaries anniversary of the Grant Date; an additional 33% of the Award will become vested on the day of the second anniversary of the Grant Date; and the final 34% of the Award will become vested on the day of the third anniversary of the Grant Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as anniversary, a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement”); provided, however, that to the extent then unvestedthat, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was is employed by the Company or one an Affiliate on each Vesting Date. If the Participant ceases to be employed by the Company or an Affiliate at any time prior to a Vesting Date, any and all unvested Restricted Stock Units and their related Dividend Equivalents shall automatically be forfeited upon such cessation of its Subsidiaries since the most recent service. The aggregate number of Restricted Stock Units on which restrictions will lapse on each Vesting Date will be determined in accordance with the following 2019 ADS EBT Performance Chart. For example, if the Company’s EBT for the period from January 1 through December 31, 2019 is determined by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, Board or the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior Board to be $1,131.6 million, then restrictions on 52.0% of the satisfaction total Award will lapse, with restrictions on 33% of such requirement. Any fractional Options that would result from application the 52.0% lapsing upon the day of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date Grant Date, restrictions on 33% of Grant.the 52.0% lapsing on the day of the second anniversary of the Grant Date, and restrictions on 34% of the 52.0% lapsing on the day of the third anniversary of the Grant Date, provided the Participant is employed by the Company or an Affiliate on each Vesting Date: <$1,100.0 0 % $ 1,100.0 25 % 93 % $ 1,107.9 32 % 93 % $ 1,115.8 39 % 94 % $ 1,123.7 45 % 95 % $ 1,131.6 52 % 95 % $ 1,139.5 59 % 96 % $ 1,147.5 66 % 97 % $ 1,155.4 73 % 97 % $ 1,163.3 80 % 98 % $ 1,171.2 86 % 99 % $ 1,179.1 93 % 99 % $ 1,187.0 100 % 100 % $ 1,210.7 105 % 102 % $ 1,234.5 110 % 104 % $ 1,258.2 115 % 106 % $ 1,282.0 120 % 108 % $ 1,305.7 125 % 110 % $ 1,329.4 130 % 112 % $ 1,353.2 135 % 114 % $ 1,376.9 140 % 116 % $ 1,400.7 145 % 118 % $ 1,424.4 150 % 120 % ˃$1,424.4 150 %

Vesting. The Options (a) Subject to the terms of this Section 3 and the terms of Appendix A, which is incorporated by reference herein, the Performance Share Units shall vest and become exercisable as follows: one-third (1/3) vested upon satisfaction of the Options Performance Goals and terms as set forth in Appendix A to this Award Agreement. The Committee shall determine whether such Performance Goals have been satisfied. (b) If the vesting terms set forth in Appendix A would produce fractional Performance Share Units, the number of Performance Share Units that vest shall be rounded down to the nearest whole Performance Share Unit. (c) Notwithstanding anything to the contrary contained in a written employment agreement, severance agreement, change of control agreement or other agreement entered into by and become exercisable on each between the Participant and the Employer, this Section 3(c) shall apply in the event of a Change of Control before the Vesting Date (a “Qualifying Change of Control”) and while the Participant continues to be employed by the Employer. (i) Effective as of immediately prior to a Qualifying Change of Control, but subject to the occurrence of such Change of Control, the number of Performance Share Units eligible to be vested shall be equal to the greater of the first three anniversaries number of shares of Common Stock under the (i) the Target Award multiplied by a fraction, the numerator of which is the number of days elapsed from the Date of Grant (each such one-third (1/3) to the date of the Options Qualifying Change of Control, and the denominator of which vest on each is the number of days in the Performance Period, and (ii) the Share Payout as a Percentage of Target Award as determined by the Committee under the terms of Appendix A through the latest practicable date prior to such anniversary Change of Control. For purposes of this Section 3(c)(i), the Company Relative TSR Percentile Rank shall be referred determined by reference to herein as a “Tranche” and each such anniversary a Vesting Datethe Company’s average relative TSR rank on the twenty (20) unless previously vested or forfeited consecutive trading days immediately preceding the Qualifying Change of Control. The number of Performance Share Units determined in accordance with this Section 3(c)(i) is referred to as the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or“Change of Control Adjusted Performance Share Units”. (ii) the Participant’s employment terminates within two years after a The Change in of Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs Adjusted Performance Share Units shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under on a Qualifying Change of Control and paid as soon as administratively practicable (but no later than thirty (30) days) following the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction occurrence of such requirement. Any fractional Options that would result from application Change of Control if a replacement or substitute award meeting the requirements of this Section 4(a3(c)(ii) is not provided to the Participant in respect of such Performance Share Units. An award meeting the requirements of this Section 3(c)(ii) is referred to below as a “Replacement Award”. An award shall be aggregated and shall vest on the first anniversary of the Date of Grant.qualify as a Replacement Award if:

Vesting. The Options (a) Subject to the Participant’s continued service as an Employee of the Company, the RSUs shall vest and become exercisable as follows: non-forfeitable with respect to one-third (1/3) of the Options RSUs initially granted hereunder on each of (i) the first anniversary of the Grant Date, (ii) the second anniversary of the Grant Date, and (iii) the third anniversary of the Grant Date. (b) Once vested, the RSUs shall be paid to Participant in Shares as soon as administratively practicable, but not later than thirty (30) days, after their applicable vesting date. (c) Notwithstanding the foregoing, in the event the above vesting schedule results in the vesting of any fractional Shares, such fractional Shares shall not be deemed vested hereunder but shall instead only vest and become exercisable on each non-forfeitable when such fractional Shares aggregate whole Shares. (d) If the Participant’s service as an Employee of the first three anniversaries Company is terminated for any reason other than due to the Participant’s death or Disability, or due to Participant’s Retirement (as defined below), the RSUs shall, to the extent not then vested, be forfeited by the Participant without consideration. (e) In the event that Participant’s employment is terminated by reason of Retirement of the Participant within the first year following the Grant Date of Grant (each such one-third (1/3) this Agreement, Participant shall be entitled to vest in the RSUs that would have otherwise vested had service continued through the first anniversary of the Options which vest Grant Date, with such RSUs vesting on each such anniversary that date. In the event that Participant’s employment is terminated by reason of death or Disability of the Participant within the first year following the Grant Date of this Agreement, Participant shall be referred entitled to herein vest in the RSUs that would have otherwise vested had service continued through the first anniversary of the Grant Date, with such RSUs subject to accelerated vesting as a “Tranche” and each such anniversary a Vesting Date) unless previously vested soon as administratively possible after the Company receives notice of the death or forfeited Disability. All RSUs that do not vest in accordance with the Plan or this Agreement; provided, however, that to preceding sentences shall be forfeited and cancelled automatically at the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event time of the Participant’s death, Disability or Retirement. In the event that Participant’s employment is terminated by reason of Retirement after the first year following the Grant Date of this Agreement, a separate pro-rata portion Participant shall be entitled to vest in all remaining unvested RSUs on the same dates they would have vested had Participant’s employment continued through such dates. In the event that Participant’s employment is terminated by reason of death or Disability after the first year following the Grant Date of this Agreement, Participant shall be entitled to accelerated vesting in all remaining unvested RSUs as soon as administratively possible after the Company receives notice of the Tranche death or Disability. (f) For purposes of Options (to the extent then unvested) during which the Retirement occurs this Agreement, “Retirement” shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a mean Participant’s termination of employment for any reasonreason (other than for Misconduct as defined in Appendix A to this Agreement) after: (a) Participant has attained age 55 and completed at least seven (7) years of continuous service as an employee of the Company or an Affiliate; or (b) Participant has attained age 65. Notwithstanding the foregoing, if the Compensation Committee mayCompany determines, in its sole discretion, waive that Participant has violated any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior Obligations in Appendix A to this Agreement, the satisfaction of such requirement. Any fractional Options Participant shall not be deemed to be eligible for Retirement and all RSUs that would result from application of this Section 4(a) have not been settled shall be aggregated and shall vest on the first anniversary forfeited effective as of the Date of Grantdate that the violation first occurred.

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment (or consulting, director or advisory services) terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good ReasonReason (including for purposes of this Section 4(a), a termination without Cause by the Company of consulting, director or advisory services). Further, provided, that to the extent then unvested, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon where such Retirement shall be calculated by multiplying is (A) on or after the quotient obtained by dividing first anniversary of the number Date of completed months that Grant, or (B) prior to the first anniversary of the Date of Grant but following such Retirement the Participant was employed by continues to render services to the Company or one of its Subsidiaries since as a consultant, director or other advisor through the most recent Vesting first anniversary of the Date by 36of Grant, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests not previously vested shall immediately become vested upon such occurrence but shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent ). If the Participant’s Retirement occurs prior to the first anniversary of the Date of Grant and following such Retirement, the Participant does not continue to render services to the Company or one of its Subsidiaries as a consultant, director or other advisor through the first anniversary of the Date of Grant, the Options shall become immediately vested on a pro-rata basis based on the number of calendar days the Participant has been employed (or rendered services as a consultant, director or other advisor) by the Company during the period beginning on the Date of Grant and ending on the first anniversary of the Date of Grant (with the remainder of the Options forfeited) but the vested Options shall only become exercisable on the date each Tranche would have otherwise become vested under the schedule described above in this Section 4(a); provided, however, that only one-third of the total Options that became vested by reason of the Retirement of the Participant prior to the first anniversary of the date of Grant shall become exercisable on each such date. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.

Vesting. The Options shall RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and become exercisable as follows: one-third will be immediately settled in shares of Common Stock and be immediately transferable thereafter (1/3but in any event within 70 days) upon the occurrence of any of the Options following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and become exercisable be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any then-completed year(s) in the performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not then been completed, it will be assumed that the Company achieved “target” performance on each of the first three anniversaries performance measures for such year(s), resulting in the payment of 100% of the Date of Grant (each such one-third (1/3) of the Options which vest on each total target RSU award amount of this grant relating to such anniversary shall year(s). All RSUs will be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance upon termination of the Employee’s employment with the Plan Employer before the Vesting Date for a reason other than death, Disability or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by retirement from the Company upon or one after attaining age 62 and 5 Years of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantService.

Vesting. The Options shall vest and Except as otherwise provided in this Grant Agreement, this Option (to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranchevested” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined below) of the Company or this Agreement; providedany of its Subsidiaries through the applicable vesting date: March 1, however2012 One-third of the total number of Shares set forth on Exhibit A March 1, that to 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after that a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The fractional number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing shares become exercisable on any Vesting Date, the number of completed months that Shares with respect to which the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up Option may be exercised shall be rounded to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentencesvesting schedule, upon this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a ParticipantChange in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s termination employment with the Company or any of employment its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any reasonof its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with following terms shall have the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.assigned meanings:

Vesting. (a) The Options Class B Holders and the Company agree that, as of immediately prior to (but subject to) the Closing, all of the shares of Acquiror Class B Common Stock and Acquiror Common Stock issuable upon conversion of Acquiror Class B Common Stock in connection with the Closing held by the Class B Holders as of immediately prior to the Closing (the “SPAC Shares”) shall be unvested and shall become subject to the vesting and forfeiture provisions set forth in this Section 3 following the Closing (pro rata based on each Class B Holder’s relative ownership of SPAC Shares). (b) 6,900,000 SPAC Shares, which represent 80% of the outstanding SPAC Shares, shall vest (and become exercisable as follows: one-third shall not be subject to forfeiture) at the Closing. (1/3c) 1,725,000 SPAC Shares, which represent 20% of the Options outstanding SPAC Shares (the “SPAC Vesting Shares”), shall vest (and become exercisable shall not be subject to forfeiture) upon the date on each which the Acquiror Common Stock’s volume weighted average price on the NASDAQ as reported by Bloomberg is greater than $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) consecutive trading day period during the Vesting Period. Any SPAC Vesting Shares that have not vested, pursuant to this Section 3(c) or Section 3(d), by the end of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary Vesting Period shall be referred deemed to herein be transferred by the forfeiting holder to the Acquiror without any consideration and shall be cancelled by the Acquiror and cease to exist. (d) In the event that a Company Sale is consummated during the Vesting Period that will result in the holders of Acquiror Common Stock receiving a Company Sale Price equal to or in excess of $12.50 (as a “Tranche” adjusted for stock splits, stock dividends, reorganizations, recapitalizations and each the like), then immediately prior to the consummation of such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; providedCompany Sale, however, that to the extent then unvestedit has not already occurred, the Options vesting condition set forth in Section 3(c) above shall immediately be deemed to have occurred (and such unvested SPAC Vesting Shares shall become vested vested) and exercisable if: (i) the Participant’s employment terminates due holders of such SPAC Vesting Shares shall be eligible to death or Permanent Disability, or (ii) participate in such Company Sale in the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reasonsame manner as other holders of shares of Acquiror Common Stock. Further, providedNotwithstanding anything to the contrary herein, in the event of the Participant’s Retirementany merger, sale, consolidation, business combination, recapitalization, capital stock exchange, tender offer, reorganization or other similar business transaction that does not constitute a separate pro-rata portion Company Sale, any unvested SPAC Vesting Shares shall not be forfeited, shall remain outstanding, and shall remain subject to vesting as set forth in Section 3(c). (e) Each holder of SPAC Vesting Shares shall be responsible for making an election in accordance with Section 83(b) of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one Code in respect of its Subsidiaries since the most recent SPAC Vesting Date by 36Shares. IT IS THE SOLE RESPONSIBILITY OF EACH SUCH HOLDER OF SPAC VESTING SHARES, by AND NOT OF THE ACQUIROR OR SPONSOR (B) the number of Options subject to this Agreement (rounding up to the nearest whole numberOR ANY OF THEIR AFFILIATES OR REPRESENTATIVES), provided howeverTO MAKE AN ELECTION UNDER SECTION 83(B) OF THE CODE, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(aEVEN IF SUCH HOLDER REQUESTS THAT THE ACQUIROR OR SPONSOR (OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES) absent such RetirementASSIST IN MAKING SUCH ELECTION. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(bEACH SUCH HOLDER THAT MAKES AN ELECTION UNDER SECTION 83(B) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application OF THE CODE WITH RESPECT TO SUCH SPAC VESTING SHARES SHALL PROVIDE A COPY OF SUCH ELECTION TO THE ACQUIROR ON OR BEFORE THE DUE DATE FOR MAKING SUCH ELECTION. (f) For purposes of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.3:

Vesting. The Options shall RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and become exercisable as follows: one-third will be immediately settled in shares of Common Stock and be immediately transferable thereafter (1/3but in any event within 70 days) upon the occurrence of any of the Options following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and become exercisable be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, it will be assumed that the Company achieved “target” performance on each of the first three anniversaries performance measures, resulting in the payment of 100% of the Date target award amount of Grant (each such one-third (1/3) this grant. All RSUs will be forfeited upon termination of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance Employee’s employment with the Plan Employer before the Vesting Date for a reason other than death, Disability or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by retirement from the Company upon or one after attaining age 62 and 5 Years of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantService.

Vesting. 2.1 The Options Award shall vest and become exercisable payable as follows: one-to one third (1/3) of the Options shall vest and become exercisable total Award Amount on each of the first three first, second and third anniversaries of the Grant Date of Grant (each a “Vesting Date”). On each Vesting Date, subject to Sections 2.2 through 2.4 below, Grantee shall be entitled to receive a number of Shares equal to the quotient obtained by dividing: (i) Thirty-Three Thousand Three Hundred Thirty-Three Dollars ($33,333) (the “Vesting Amount”) by (ii) the average daily closing sales price per Share on the New York Stock Exchange (or such one-third other exchange or source of quotation on which the Shares are listed or quoted if the Shares are not then traded on the New York Stock Exchange) (1/3the “Average Price”) for the twelve months preceding the applicable Vesting Date. 2.2 If (a) on or prior to the second anniversary of the Options which vest on each such anniversary shall be referred to herein Grant Date Grantee’s employment or service with the Company is terminated without Cause (as defined in the that certain Employment Agreement dated February 10, 2014 by and between Company and Grantee (the “Employment Agreement”)), or Grantee resigns for Good Reason (as defined in the Employment Agreement), or (b) Grantee’s employment or service with the Company is terminated as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with result of Grantee’s death, then the Plan or this Agreement; provided, however, that to unvested portion of the extent then unvested, the Options Award shall immediately become vested and exercisable if: Grantee shall be entitled to receive a number of Shares equal to the quotient obtained by dividing: (i) the Participant’s employment terminates due to death or Permanent Disability, or unpaid portion of the Award Amount by (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or Average Price for Good Reason. Further, provided, in the event twelve months preceding the date of such termination. 2.3 Upon the Participant’s Retirement, a separate pro-rata occurrence of any Corporate Event (as defined below) the unvested portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs Award shall immediately become vested. The vested and Grantee shall be entitled to receive a number of unvested Options that shall vest pro-rata upon Retirement shall be calculated Shares equal to the quotient obtained by multiplying dividing: (i) the unpaid portion of the Award Amount by (ii) the Average Price for the twelve months preceding the day immediately prior to the effectiveness of the Corporate Event. For purposes hereof, the term “Corporate Event” means the occurrence of any of the following events: (A) the quotient obtained by dividing sale, liquidation or other disposition of all or substantially all of the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36Company’s assets, by other than to a related person (as described in Treas. Reg. 1.409A‑3(i)(5)(vii)(B)); (B) a merger or consolidation of the number Company with one or more corporations as a result of Options subject to this Agreement which, immediately following such merger or consolidation, the shareholders of the Company as a group hold less than a majority of the outstanding capital stock of the surviving corporation; or (rounding up to C) any person or entity, including any “person” as such term is used in Section 13(d)(3) of the nearest whole numberSecurities Exchange Act of 1934, as amended (the “Exchange Act”), provided howeverbecomes the “beneficial owner”, thatas defined in the Exchange Act, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise shares of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(aCompany’s common stock representing fifty percent (50%) shall be aggregated and shall vest on the first anniversary or more of the Date combined voting power of Grantthe voting securities of the Company.

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3) of Unless the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have Committee otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, determines in its sole discretion, waive any requirement subject to earlier vesting in accordance with Section 6 of this Agreement or Section 11.1(b) of the Plan and subject to the last paragraph of this Section 5, the Restricted Share Units shall become vested in accordance with the following schedule (each date specified below being a Vesting Date): a) 33.34% vests on March 15, 202_ b) 33.33% vests on March 15, 202_ c) 33.33% vests on March 15, 202_ Please refer to the website of the Third Party Administrator, which maintains the database for vesting then remaining the Plan and permitprovides related services, for a specified period the specific Vesting Dates related to the Restricted Share Units (click on the specific Grant Name or Grant ID in the Portfolio/Account Summary View). On each Vesting Date, and upon the satisfaction of time consistent any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Restricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Share Units related thereto shall have become vested in accordance with this Agreement. If the Grantee is suspended (with or without compensation) or is otherwise not in good standing with the first sentence of Section 4(b) hereof Company or any Subsidiary as determined by the exercise Company’s Chief Legal Officer due to an alleged violation of the Options Company’s Code of Business Conduct, applicable law or other misconduct (a “Suspension Event”), the Company has the right to suspend the vesting of the Restricted Share Units until the day after the Company (as determined by the Chief Legal Officer or his/her designee) has determined (x) the suspension is lifted or (y) the Company determines lack of good standing has been cured (each, the “Recovery Date”). If the Suspension Event has occurred and prior to the satisfaction of such requirement. Any fractional Options that would result from application Recovery Date, the Grantee dies, is disabled or is terminated without Cause or terminates for Good Reason, then the provisions of this Section 4(a5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to retirement) shall or is terminated for cause prior to the Recovery Date then the unvested Restricted Share Units will be aggregated and shall vest on terminated without any further vesting after the first anniversary date of the Date of GrantSuspension Event, unless otherwise agreed by the Company.

Vesting. The Options Subject to the provisions of Sections 3(b) through 3(e) hereof, this Option shall vest and become exercisable as follows: one-third (1/3) , subject to the Participant’s continued service with the Company or its Subsidiaries as of the Options date on which the applicable stock price thresholds stated below are achieved (determined in accordance with the “Stock Price Measurement Standard” (as defined below)): (i) 50% of the Option Shares shall vest and become exercisable on each upon the Common Stock achieving a stock price threshold of $[insert Tranche One threshold stock price as determined by the Compensation and Benefits Committee] per share (“Tranche One”), and (ii) the remaining 50% of the first three anniversaries Option Shares shall vest and become exercisable upon the Common Stock achieving a stock price threshold of $[insert Tranche Two threshold stock price as determined by the Compensation and Benefits Committee] per share (“Tranche Two”). For purposes hereof, achievement of the Date of Grant (each such one-third (1/3) applicable stock price thresholds will be measured based on the average of the Options which vest per share closing prices of the Common Stock for any thirty (30) consecutive trading days; provided that such average must be in respect of a thirty (30) consecutive trading day period commencing on each such or after the six (6)-month anniversary of the Grant Date specified above (the “Stock Price Measurement Standard”). For the avoidance of doubt, in no event shall any portion of this Option become vested or exercisable prior to the six (6)-month anniversary of the Grant Date specified above, except as provided in Sections 3(c) and 3(d) hereof. In addition, there shall be referred no proportionate or partial vesting in the periods prior to herein the applicable stock price thresholds being achieved as a “Tranche” provided above, and each all vesting shall occur only at such anniversary a Vesting Date) unless previously vested or forfeited time as the applicable stock price thresholds have been achieved in accordance with the Plan or foregoing, except as provided in Sections 3(b) through 3(d) hereof. Upon expiration of this Agreement; providedOption, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement this Option shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining cancelled and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantno longer exercisable.

Vesting. The Options Restricted Stock shall vest in equal increments, and become exercisable no longer be subject to the Forfeiture Restrictions (as follows: one-third (1/3defined below) of the Options shall vest and become exercisable on each of December 31, 2011 and December 31, 2012 (the first three anniversaries “Time Vesting Provisions”); provided that; the compensation committee of the Date of Grant Company’s Board certifies by June 1, 2010 that certain performance metrics for the year ended December 31, 2009 have been met (each the “Performance Provisions”). In the event such one-third (1/3) of certification is not obtained by June 1, 2010, the Options which vest on each such anniversary Restricted Stock shall be referred to herein as a “Tranche” forfeited. Notwithstanding the Time Vesting Provisions, the Restricted Stock shall immediately vest and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that no longer be subject to the extent then unvested, the Options shall immediately become vested and exercisable if: Forfeiture Restrictions (as defined below) upon (i) the Participant’s employment terminates due to death or Permanent Disabilityoccurrence of a Change in Control Event, or (ii) the Participantdate Executive’s employment terminates within two years after a Change in Control is terminated by reason of death or Total Disability (as defined below), (iii) the termination of Executive’s employment by the Company without Cause (as defined in Executive’s Second Amended and Restated Employment Agreement dated March 10, 2008, as amended on August 15, 2008), or for Good Reason. Further, provided, (iv) the termination of Executive’s employment in connection with a Transition Event (as defined in the event Executive’s Second Amended and Restated Employment Agreement dated as of the Participant’s Retirementdate hereof). In addition, upon a separate pro-voluntary resignation by Executive, the Forfeiture Restrictions on a pro rata portion as defined below (the “Pro Rata Portion”) of the Tranche of Options (to Restricted Stock shall lapse, and the extent then unvested) during which the Retirement occurs Pro Rata Portion shall immediately become vestedvest. The number of unvested Options that shall vest pro-rata upon Retirement Pro Rata Portion shall be calculated by multiplying (A) the quotient obtained by dividing equal to the number of completed months that shares of Restricted Stock which the Participant was employed Executive would have been entitled to at the next vesting date had the Executive’s employment not terminated, multiplied by a fraction, the Company or one numerator of its Subsidiaries since the most recent Vesting Date by 36, by (B) which shall be the number of Options subject to days elapsed from the beginning of the calendar year through and including the date of termination and the denominator of which shall be the total number of days in the applicable calendar year. All other shares of Restricted Stock under this Agreement will be forfeited. For example, were such a resignation to occur on June 30, 2011, 12,397 shares of the Restricted Stock will immediately vest (rounding up 25,000 x 181/365) and the remaining 37,603 shares will be forfeited, or were such a resignation to occur on June 30, 2012, 25,000 shares of the nearest whole number)Restricted Stock would have vested on December 31, provided however2011, that, the pro-rata portion that vests an additional 12,432 shares shall only become exercisable immediately vest on the date of resignation (25,000 x 182/366) and the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall 12,568 shares will be aggregated and shall vest on the first anniversary of the Date of Grantforfeited.

Vesting. (a) The Options Restricted Shares shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) Provided that Employee remains continuously in Employment by the ParticipantCompany until the Vesting Date (as defined herein) and the sum of the after-tax net income per diluted share for the Company’s employment terminates due fiscal years ended February 28, 2007, February 29, 2008 and February 28, 2009, as shown on the Company’s audited financial statements, is at least equal to death the Cumulative Target (as defined herein), Employee will become vested in the Restricted Shares on the Vesting Date. As soon as practicable after the completion of the Company’s audited financial statements for the Company’s fiscal year ended February 28, 2009, the Company shall determine the cumulative after-tax net income per diluted share for the Company’s fiscal years ended February 28, 2007, February 29, 2008 and February 28, 2009. Such determination by the Company shall be final and binding on the Company and Employee and shall not be subject to contest or Permanent Disabilitychallenge. For purposes of determining whether an employee has been continuously employed, orany leave of absence for periods and purposes conforming to the personnel policies of the Company and approved by the Committee shall not be deemed to be an interruption of continuous service. (ii) Subject to Paragraph 2(f) and (g) hereof, Employee will become vested in a Pro Rata Share (as defined herein) of the ParticipantRestricted Shares upon the occurrence of a Vesting Event (as defined herein) provided that (A) Employee is actively employed by the Company on the effective date of such Vesting Event and (B) the Company is on track to meet the Cumulative Target at the end of the fiscal quarter coincident with or next preceding the Vesting Event (the “Fiscal Quarter”). The Company will be determined to be on track to meet the Cumulative Target if the sum of (y) the Company’s employment terminates within two after-tax net income per diluted share equals or exceeds the Target (as defined herein), or, if applicable, the sum of the Targets, for the Company’s fiscal year(s) that ended prior to or coincident with the Fiscal Quarter and (z) if the Fiscal Quarter does not end on the last day of a fiscal year, the Company has earned a pro rata portion of the Target, as adjusted for seasonality and other factors if and to the extent the Committee deems appropriate, for the fiscal year which ends after the Fiscal Quarter. As soon as practicable after the completion of the Company’s audited financial statements for the Fiscal Quarter and any fiscal years after a Change in Control ending prior to the Fiscal Quarter, the Company shall determine whether it is on track to meet the Cumulative Target, as set forth above. Such determination by the Company shall be final and binding on the Company and Employee and shall not be subject to contest or challenge. Any unvested Restricted Shares that do not become vested as hereinabove provided shall remain unvested, and concurrent with the effective date of Employee’s Termination of Employment, Employee shall forfeit all of the Restricted Shares. On such date, all such Restricted Shares shall be transferred to the Company without consideration. (iii) In the event that Employee’s Employment by the Company is terminated for any reason other than death, Permanent Disability (as defined herein), Retirement (as defined herein) or termination by the Company without Cause or for Good Reason(as defined herein), Employee’s rights to receive any unvested Restricted Shares shall remain unvested, and concurrent with the effective date of such termination of employment, Employee shall forfeit all of the Restricted Shares. FurtherOn such date, providedall such Restricted Shares shall be transferred to the Company without consideration. (b) Notwithstanding the foregoing, the Committee reserves the discretion to change the Targets and the Cumulative Target in the event of the Participant’s Retirementunforeseen events such as changes in law, regulations or rulings; changes in accounting principles or practices; or a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company merger, acquisition, divestiture or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantother significant transaction.

Vesting. The Options Qualified Plan benefit and the supplemental retirement benefit described in Section 4.2 (b)(i) shall be fully vested as of December 13, 2005. Upon the termination of Executive’s employment he shall be entitled to receive all such benefits as provided in the Qualified Plan and SRIB Plan. The supplemental retirement benefit described in Section 4.2 (b)(ii) (the “Enhanced Benefit”) shall begin vesting on December 13, 2005 and shall, so long as Executive is employed by the Company, cumulatively vest and become exercisable thereafter in equal monthly installments at the rate of 1/120th per calendar month for 120 months (with the period from December 13 to December 31, 2005, inclusive, being considered a “calendar month” for vesting purposes hereunder), except as follows: one-third (1/3) ; i.e., if during the term of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that and prior to the extent then unvested, the Options shall immediately become vested and exercisable iffull vesting: (i) Executive voluntarily terminates his employment (other than for Good Reason), then with respect to the Participant’s calendar year in which he so terminates his employment terminates due Executive shall vest in the Enhanced Benefit at the rate of 1/120th per calendar month up to death and including the month of termination if such termination occurs after June 30 of such calendar year, and he shall not vest with respect to any calendar month in the first half of such calendar year if such termination occurs on or Permanent Disability, orbefore June 30 thereof; (ii) Executive is terminated for cause, he shall not be entitled to be vested in the Participant’s Enhanced Benefit for any interest for the calendar year in which he is terminated; (iii) Executive (a) voluntarily terminates his employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options or (b) does not continue to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company for any reason other than (i) his voluntary resignation without Good Reason, or one of its Subsidiaries since (ii) his termination for cause, death, disability, or due to a change in control, Executive shall in the most recent Vesting Date by 36, by circumstances contemplated under Sections 4.2(c)(iii)(a) or (B) the number of Options subject to this Agreement (rounding up to the nearest whole numberb), provided howeverabove, thatcontinue to vest in the Enhanced Benefit in equal monthly installments at the rate of 1/120th per calendar month for the then-remaining balance of the term of this Agreement; (iv) Executive dies or becomes disabled, the pro-rata portion Enhanced Benefit will vest 100 percent upon Executive’s death or disability; and Executive shall be entitled to receive payments as described in Section 4.2(b), except that vests shall only become exercisable on if termination occurs as a result of disability, and Executive is receiving Bona Fide Disability Pay from the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reasonCompany, the Compensation Committee mayEnhanced Benefit will be reduced by such Bona Fide Disability Pay; or (v) There is a Change of Control, and Executive is terminated or resigns for Good Reason in its sole discretionconnection therewith, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of Enhanced Benefit will vest 100 percent immediately upon such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Granttermination or resignation.

Vesting. The Options (a) Subject to the Participant’s continued service as an Employee of the Company, the RSUs shall vest and become exercisable as follows: non-forfeitable with respect to one-third (1/3) of the Options RSUs initially granted hereunder on each of (i) the first anniversary of the Grant Date, (ii) the second anniversary of the Grant Date, and (iii) the third anniversary of the Grant Date (pro-rata vesting). (b) Once vested, the RSUs shall be paid to Participant in Shares as soon as administratively practicable, but not later than thirty (30) days, after their applicable vesting date. (c) Notwithstanding the foregoing, in the event the above vesting schedule results in the vesting of any fractional Shares, such fractional Shares shall not be deemed vested hereunder but shall instead only vest and become exercisable on each non-forfeitable when such fractional Shares aggregate whole Shares. (d) If the Participant’s service as an Employee of the first three anniversaries Company is terminated for any reason other than due to the Participant’s death or Disability, or due to Participant’s Retirement (as defined below), the RSUs shall, to the extent not then vested, be forfeited by the Participant without consideration. (e) In the event that Participant’s employment is terminated by reason of death, Disability or Retirement of the Participant within the first year following the Grant Date of Grant (each such one-third (1/3) this Agreement, Participant shall be entitled to vest in the RSUs that would have otherwise vested had service continued through the first anniversary of the Options which Grant Date, with such RSUs vesting on that date. All RSUs that do not vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to preceding sentence shall be forfeited and cancelled automatically at the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event time of the Participant’s death, Disability or Retirement. In the event that Participant’s employment is terminated by reason of death, a separate pro-rata portion Disability or Retirement after the first year following the Grant Date of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement this Agreement, Participant shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject entitled to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable vest in all remaining unvested RSUs on the date the applicable portion of each such Tranche same dates they would have otherwise become vested under the schedule described above in had Participant’s employment continued through such dates. (f) For purposes of this Section 4(a) absent such Agreement, “Retirement. Notwithstanding the foregoing sentences, upon a ” shall mean Participant’s termination of employment for any reasonreason (other than for Misconduct as defined in Appendix A to this Agreement) after: (a) Participant has attained age 55 and completed at least seven (7) years of continuous service as an employee of the Company or an Affiliate; or (b) Participant has attained age 65. Notwithstanding the foregoing, if the Compensation Committee mayCompany determines, in its sole discretion, waive that Participant has violated any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior Obligations in Appendix A to this Agreement, the satisfaction of such requirement. Any fractional Options Participant shall not be deemed to be eligible for Retirement and all RSUs that would result from application of this Section 4(a) have not been settled shall be aggregated and shall vest on the first anniversary forfeited effective as of the Date of Grantdate that the violation first occurred.

Vesting. The Options (a) Subject to accelerated vesting as described in Sections 4(b), 4(c), 4(d) and 6(b) below, and the achievement of the Threshold Goal (as defined in Section 4(e) below, if applicable), the RSUs shall vest and become exercisable as follows: one-in full on the third (1/33rd) anniversary of the Options shall vest and become exercisable on each Grant Date (the “Scheduled Vesting Date”); provided the Participant remains an Employee, Consultant or Director of the first three anniversaries Company or a Subsidiary from the Grant Date until the Scheduled Vesting Date. (b) Notwithstanding Section 4(a) above, in the event Participant ceases to serve as an Employee, Consultant or Director of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as Company or a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that Subsidiary prior to the extent then unvested, the Options shall immediately become vested and exercisable if: Scheduled Vesting Date (i) by the Participant’s employment terminates due to death Company or Permanent Disability, or any Subsidiary other than for Cause (as defined below) or (ii) by Participant for Good Reason (as defined below), then, provided that the Participant’s employment terminates within two years after Threshold Goal is or has been met and certified by the Committee if such termination occurs prior to a Change in Control without Cause or for Good Reason. Furthermore than twenty-four (24) months following a Change in Control, providedall then outstanding unvested RSUs shall fully vest on an accelerated basis on the date of such termination (or, if later, the date on which the Committee certifies achievement of the Threshold Goal); provided that if the Participant has experienced a termination pursuant to this Section 4(b) and, prior to the Committee's certification of the achievement of the Performance Goal a Change in Control occurs, the outstanding unvested RSUs shall fully vest immediately prior to the consummation of the Change in Control (c) Notwithstanding Section 4(a) above, in the event Participant ceases to serve as an Employee, Consultant or Director of the Company or a Subsidiary prior to the Scheduled Vesting Date (i) by the Company or any Subsidiary other than for Cause or (ii) by Participant for Good Reason, then, if such termination occurs within twenty-four (24) months following a Change in Control, regardless of whether the Threshold Goal has been met, all then outstanding unvested RSUs shall fully vest on an accelerated basis on the date of such termination. (d) Notwithstanding Section 4(a) above, in the event that the Participant dies prior to the Schedule Vesting Date while still an Employee, Consultant or Director of the Company or a Subsidiary, all then outstanding unvested RSUs shall fully vest on an accelerated basis effective as of the Participant’s Retirementdate of death, a separate pro-rata portion regardless of whether the Tranche of Options Threshold Goal has been met. (e) Notwithstanding anything to the extent then unvestedcontrary contained in this Award Agreement, the RSUs will be eligible to vest pursuant to this Section 4 only if the threshold level of performance (“Threshold Goal”) during which is achieved and is certified in writing by the Retirement occurs shall immediately become vestedCommittee. The number Threshold Goal is the Company achieving Pre-Tax Earnings (as defined below) of unvested Options that at least $[ ] million during [Year 1], [Year 2] or [Year 3]. The Committee shall vest procertify the Company’s Pre-rata upon Retirement shall be calculated Tax Earnings for [Year 1], [Year 2] and [Year 3] prior to February 15, [Year 2], February 15, [Year 3] and February 15, [Year 4], respectively. If the Threshold Goal is not achieved and/or certified in writing by multiplying (A) the quotient obtained by dividing Committee prior to February 15, [Year 4], the number of completed months that RSUs will immediately terminate and the Participant was employed will not be entitled to receive any Shares. If the Threshold Goal is achieved during either [Year 1], [Year 2] or [Year 3] and certified in writing by the Company or one of its Subsidiaries since Committee, then Participant will have the most recent Vesting Date by 36, by (B) opportunity to vest in the number of Options subject to this Agreement (rounding up to the nearest whole number), RSUs as provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement4. Notwithstanding the foregoing sentencesforegoing, upon a ParticipantSections 4(c), 4(d) and 6(b) provide certain circumstances in which the Participant may vest in the RSUs without written certification of the Threshold Goal. Subject to Sections 4(b), 4(c), 4(d) and 6(b), any portion of this Award that becomes eligible to vest based on the Committee’s termination written certification of employment for any reason, achievement of the Compensation Committee may, Threshold Goal will be subject to continued service through the Scheduled Vesting Date. In the event one of the accelerated vesting events in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options occurs prior to the satisfaction Committee’s written certification of achievement of the Threshold Goal, the vesting of the RSUs pursuant to such requirementSection shall be subject to, and effective only upon, the achievement of the Threshold Goal and such written certification. Any fractional Options that would result from application For purposes of this Section 4(a) Award Agreement, “Pre-Tax Earnings” shall be aggregated and shall vest on mean the first anniversary aggregate of the Date Company’s pre-tax earnings during the applicable performance period, determined in accordance with accounting principles generally accepted in the United States. The Threshold Goal and the determination of Grantthe Company’s performance against such goal shall exclude the effect of non-cash impairment charges, early lease termination charges and other special, non-recurring items reflected in the Company’s financial statements for the applicable period.

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

Vesting. The Options shall vest and become exercisable a. Except as follows: one-third otherwise expressly provided in Section 4.b hereof, subject to Participant’s continued employment or service through each applicable vesting date, (1/3i) twenty percent (20%) of the Options RSUs shall vest on the earlier to occur of (A) two (2) business days after the first day that the Common Stock becomes listed on a nationally recognized securities exchange and become exercisable (B) the six (6)-month anniversary of the first date of an initial public offering of the Common Stock that occurs following the Effective Date (the “Initial Tranche”), and (ii) an additional twenty percent (20%) of the RSUs shall vest on each of the first three four (4) anniversaries of the Date date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that grant. b. Notwithstanding anything to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change contrary contained in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences4.a hereof, upon a Participant’s termination of employment for any reasonQualifying Termination, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b(i) hereof the exercise 100% of the Options prior to the satisfaction of unvested RSUs shall vest, if such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest Qualifying Termination occurs on or before the first anniversary of the Date date of Grantgrant; (ii) 50% of the unvested RSUs shall vest, if such Qualifying Termination is after the first anniversary and on or before the second anniversary of the date of grant; and (iii) 25% of the unvested RSUs shall vest, if such Qualifying Termination is after the second anniversary and on or before the third anniversary of the date of grant; provided, that if a Participant undergoes a Qualifying Termination or is terminated due to death or Disability, in each case, prior to vesting of the Initial Tranche, the Initial Tranche shall vest upon such termination. c. Notwithstanding anything to the contrary contained in Section 4.a hereof, 100% of the RSUs shall vest immediately prior to the consummation of a Change in Control. d. Subject to Section 4.b hereof, vesting shall cease immediately upon termination of Participant’s employment or service for any reason, and any portion of the RSUs that have not vested on or prior to the date of such termination shall be forfeited on such date. Once vesting has occurred, the vested portion will be settled at the time or times specified in Section 6 hereof.

Vesting. The Options shall vest and become exercisable Except as follows: one-third (1/3) of otherwise provided in this Section 2 or in the Plan or as approved by the Administrator, the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; providedterms of these Terms and Conditions (including the Notice and the Plan), howeveras follows (the occurrence of each such event described in Section 2(a)-(d), that to the extent then unvested, a “Vesting Event”): (a) the Options shall immediately become vested and exercisable if: on the earliest to occur of the (i) vesting dates set forth in the Participant’s employment terminates due to death or Permanent DisabilityNotice (each, or a “Vesting Date”), (ii) the Participant’s death and (iii) the Participant’s Disability, subject in each case to the Participant’s continued employment terminates within two years after with the Company or its Affiliate through such date; (b) upon the occurrence of a Change in Control without Cause or for Good Reason. FurtherControl, provided, all then outstanding unvested Options shall be treated as provided in the event of Plan; (c) if the Participant’s Retirementemployment terminates in a Special Termination prior to the Vesting Date, then (i) a separate pro-pro rata portion of the Tranche Options shall become vested as of the date of such termination based on the portion of the vesting period that has elapsed as of such date and (ii) the balance of the Options (to shall remain outstanding and unvested and shall become vested on the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying applicable Vesting Date provided (A) the quotient obtained by dividing Participant has not violated Section 13(b) through the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by and (B) the number Participant has provided annual certification of Options subject to this Agreement (rounding up such ongoing compliance with Section 13(b) in writing to the nearest whole number)Company on each anniversary of the Grant Date (if any) that occurs following such Special Termination and prior to the Vesting Date, provided howeverand a final certification to such effect prior to (but no more than 90 days prior to) the Vesting Date; provided, that, if such termination occurs within one year following a Change in Control, the pro-rata portion that vests Options shall only immediately vest in full upon such termination; and (d) if the Participant’s employment terminates in a Qualifying Retirement (as defined below) prior to the Vesting Date, the Options shall become exercisable vested on the date Vesting Dates set forth in the Notice provided (i) the Participant has not violated Section 13(b) through the applicable portion Vesting Date and (ii) the Participant has provided annual certification of such ongoing compliance with Section 13(b) in writing to the Company on each anniversary of the Grant Date (if any) that occurs following such Tranche would have otherwise become vested under Qualifying Retirement and prior to the schedule described above applicable Vesting Date, and a final certification to such effect prior to (but no more than 90 days prior to) the applicable Vesting Date. For purposes of these Terms and Conditions, employment with the Company will be deemed to include employment with, or, if approved by the Administrator, other service to, the Company or Company’s Affiliates, but in this Section 4(a) absent the case of employment with or service to an Affiliate, only during such Retirementtime as such Affiliate is an affiliate of the Company. Notwithstanding anything contained in these Terms and Conditions to the foregoing sentences, upon a Participant’s termination of employment for any reasoncontrary, the Compensation Committee mayAdministrator, in its sole discretion, waive may accelerate the vesting of any requirement for vesting then remaining Options, at such times and permit, for a specified period of time consistent with upon such terms and conditions as the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) Administrator shall be aggregated and shall vest on the first anniversary of the Date of Grantdetermine.

Vesting. (a) The Options shall vest and become exercisable as follows: one-third Performance Shares (1/3if any) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that credited to the extent then unvested, the Options Grantee’s account pursuant to Section 2 hereof shall immediately become vested and exercisable ifnonforfeitable on the Vesting Date set out in this Award Agreement, provided that the Grantee remains in the continuous employment or other service of the Company and its Subsidiaries through the Vesting Date, except as otherwise provided herein. (b) Notwithstanding Section 3(a), if the Grantee’s continuous employment or other service with the Company and its Subsidiaries terminates prior to the Vesting Date as a result of the Grantee’s death, a pro rata portion of the Performance Shares shall become vested, determined by multiplying the target number of Performance Shares by a fraction, the numerator of which is the number of days of continuous employment or other service completed by the Grantee after the Grant Date of the Performance Shares and the denominator of which is 1096. (c) Notwithstanding Section 3(a), if the Grantee’s continuous employment or other service with the Company and its Subsidiaries terminates prior to the Vesting Date as a result of the Grantee’s Disability or Retirement (defined as the Grantee’s voluntary termination of employment with the consent of the Administrator (or the Administrator’s delegate) at or after age 60 with at least five years of service with the Company and its Subsidiaries), a pro rata portion of the Performance Shares shall become vested, effective as of December 31, 2017, determined by multiplying the number of Performance Shares that would have been earned pursuant to Section 2 hereof, based upon actual achievement of the applicable Performance Goals if the Grantee had remained in the continuous employment or other service of the Company and its Subsidiaries through the last day of the third Performance Period, by a fraction, the numerator of which is the number of days of continuous employment or other service completed by the Grantee after the Grant Date of the Performance Shares and the denominator of which is 1096. (d) In the event of a Change in Control prior to the Vesting Date: (i) If the ParticipantPerformance Shares are honored, assumed or substituted in the form of an Alternative Award, and the Grantee’s continuous employment or other service with the Company and its Subsidiaries is terminated after the Change in Control and prior to the Vesting Date (A) by the Company or a Subsidiary without Cause, or (B) if the Grantee is covered by a severance plan, employment agreement or offer letter with the Company or a Subsidiary that provides for severance benefits in the event of a termination by the Grantee for Good Reason, by the Grantee for Good Reason, then the Performance Shares, to the extent not previously vested or forfeited, will vest, without pro ration and effective upon such termination of the Grantee’s employment terminates due with the Company and its Subsidiaries, as follows: (x) with respect to death or Permanent Disabilityany Performance Period completed prior to the date of such termination of employment, orthe number of Performance Shares earned pursuant to Section 2 hereof, based upon actual achievement of the applicable Performance Goals with respect to such Performance Period, shall become vested, and (y) with respect to any Performance Period not completed prior to the date of such termination of employment, the portion of the target number of Performance Shares allocated to such Performance Period shall become vested. (ii) If the Participant’s employment terminates within two years after a Performance Shares are not honored, assumed or substituted in the form of an Alternative Award, then the target number of Performance Shares will vest in full, without pro ration, effective upon such Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options Control. (to the extent then unvestede) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application For purposes of this Section 4(a) shall be aggregated and shall vest on 3, the first anniversary continuous employment or other service of the Date Grantee with the Company and its Subsidiaries shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an Employee of Grantthe Company and its Subsidiaries, by reason of the transfer of his or her employment or other service among the Company and its Subsidiaries.

Vesting. The Options Notwithstanding Section 5 of the Plan, the Option shall vest become vested and become exercisable as follows: oneset forth below: (a) The Time-third Vesting Option shall become vested and exercisable as to twenty percent (1/320%) of the Options shall vest and become exercisable Shares underlying the Time-Vesting Option on each of the first three five (5) anniversaries of September 17, 2008, subject in all cases to the Date Participant’s continued Employment as of Grant (each such one-third (1/3) of the Options which vest on each such anniversary as provided in the Plan, except as modified by Section 14 of this Grant Agreement. (b) The Performance-Vesting Option shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if:as to (x) five and eight-tenths percent (5.8%) of the Shares underlying the Performance-Vesting Options on March 31, 2009, (y) twenty percent (20%) of the Shares underlying the Performance-Vesting Option on March 31 of each calendar year from 2010 to 2013 and (z) fourteen and two-tenths percent (14.2%) of the Shares underlying the Performance-Vesting Options on March 31, 2014, provided that, in each case, that the Company and its subsidiaries have achieved a consolidated EBITDA (as determined by the Board based on audited financials) that equals or exceeds the target consolidated EBITDA (for each year, “Target EBITDA”) specified by the Board for the fiscal year ending immediately prior to each such March 31, as set forth in Schedule A hereto. If the Company fails to so equal or exceed the target consolidated EBITDA, then the portion of the Performance-Vesting Option eligible to vest on such March 31 shall not be vested and shall remain outstanding and eligible for vesting as described below. Except as modified by Section 14 of this Grant Agreement, the Participant must be employed on the applicable March 31 to vest in the applicable tranche and shall not vest if employment terminated for any reason theretofore. (i) Target EBITDA shall be adjusted by the Participant’s employment terminates due Board from time to death or Permanent Disability, ortime so as to equitably reflect changes in GAAP that impact the calculation of EBITDA and which occur after the Grant Date. (ii) Target EBITDA shall be adjusted by the Participant’s employment terminates within two years after Board from time to time so as to equitably reflect changes resulting from following: A. any acquisition and disposition by the Company that impacts EBITDA; B. a Change change in Control without Cause or for Good Reason. Further, provided, foreign exchange rates in excess of 5% over the rates included in the event Target EBITDA projections; C. any disruption or damage to one of the ParticipantCompany’s Retirementactual or anticipated satellites, including as a separate proresult of in-rata orbit failures, launch failures and launch delays, to the extent impacting contracted revenues or direct incremental costs; and D. the placing in-service of a new satellite, the revenues and incremental costs of which were not already included in Target EBITDA projections. (iii) In any year that the Target EBITDA is not achieved, the portion of the Tranche of Options Performance-Vesting Option that would have become vested during that year had such Target EBITDA been met shall remain outstanding as unvested unless, for such year or in a subsequent year, the target consolidated cumulative EBITDA (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number“Cumulative Target EBITDA”), provided howeveras set forth in Schedule A hereto, thatis achieved, at which time the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each Target EBITDA for such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining year and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options all prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall years will be aggregated and shall vest on the first anniversary of the Date of Grantdeemed satisfied.

Vesting. The Options (a) If Employee remains continuously employed by the Company from the Grant Date through December 31, 2021, this Performance Award shall vest in Employee on such date at the levels set forth in the Notice based upon achievement of the Company performance objectives set forth in the Notice ("Performance Objectives") during the period commencing on January 1, 2019 and become exercisable ending December 31, 2021 (the "Performance Period"). As soon as follows: oneadministratively practicable after the end of the Performance Period (or such earlier date as set forth in Sections 2(b), (c) or (d)), the Compensation Committee of the Board ("Committee") shall affirm in writing the extent to which the Performance Objectives have been achieved and the cash and the number of units of deferred Stock that are vested in Employee as a result of such achievement. (b) If on or after the eighteen-third month anniversary of the Grant Date and prior to the end of the Performance Period (1/3i) a "Change of Control" (as defined in Treasury Regulation Section 1.409A-3(i)(5) that also meets the definition of "Change of Control" under the Plan) of the Options Company occurs, (ii) Employee incurs a "Disability" (as defined in Treasury Regulation Section 1.409A-3(i)(4) that also meets the definition of "disability" under the Company's long-term disability plan), or (iii) Employee's employment terminates due to Employee's death, this Performance Award shall vest and become exercisable on each the earliest of such events at the greater of the first three anniversaries "Determined Percentage" (as defined below) and the "target" levels of performance as set forth in the Notice. For this purpose, the "Determined Percentage" means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the last day of the Performance Period was the Determination Date (as defined below) and the Performance Objectives were measured as of Grant (each such one-third (1/3) date. As soon as administratively practicable after the date of the Options applicable vesting event described in clauses (b)(i), (b)(ii) or (b)(iii) above, the Committee shall affirm in writing the extent to which the Performance Objectives have been achieved and the cash and the number of units of deferred Stock that vest as a result of such achievement. As used in this Agreement, the term "Determination Date" means (1) with respect to the TSR Component of the Performance Award, the date of the applicable vesting event, and (2) with respect to the EBITDA Component of the Performance Award, the most recently completed fiscal quarter of the Company coincident with or next preceding the date of the applicable vesting event. (c) If on or after the Grant Date and prior to the end of the Performance Period the Employee terminates employment with the Company on or after age fifty-eight for a reason other than death or Disability ("Retirement"), this Performance Award shall vest on each the date of such anniversary shall be referred termination due to herein Retirement (the "Retirement Date") at the "Determined Percentage" (as a “Tranche” defined below). For this purpose, the "Determined Percentage" means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the last day of the Performance Period was the Determination Date and each the Performance Objectives were measured as of such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreementdate; provided, however, that if the Retirement Date occurs prior to the extent eighteen-month anniversary of the Grant Date, then unvestedthe amount determined pursuant to the preceding provisions of this sentence shall be multiplied by a fraction, the Options numerator of which is equal to the number of Employee's actual days of employment from the Grant Date to Employee's Retirement Date, and the denominator of which is equal to the total number of days in the Performance Period (determined without regard to Employee's Retirement). As soon as administratively practicable after the Retirement Date, the Committee shall immediately become affirm in writing the extent to which the Performance Objectives have been achieved and the cash and the number of units of deferred Stock that are vested and exercisable if:in Employee as a result of such achievement. (d) If prior to the eighteen-month anniversary of the Grant Date (i) the Participant’s a Change of Control occurs, (ii) Employee incurs a "Disability", or (iii) Employee's employment terminates due to death or Permanent DisabilityEmployee's death, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and Performance Award shall vest on the first anniversary earliest of such events at the greater of the "Determined Percentage" (as defined below) and the percentage attributable to the "target" levels of performance as set forth in the Notice. For this purpose, the "Determined Percentage" means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the last day of the Performance Period was the Determination Date and the Performance Objectives were measured as of Grantsuch date. Notwithstanding the foregoing, if the vesting event is as a result of (ii) or (iii) above, then both the percentage attributable to the "target" levels of performance as set forth in the Notice and the Determined Percentage shall be multiplied by a fraction, the numerator of which is equal to the number of Employee's actual days of employment from the Grant Date to the date of Disability or death, as applicable, and the denominator of which is equal to the total number of days in the Performance Period (determined without regard to the occurrence of the applicable vesting date). As soon as administratively practicable after the date of the applicable vesting event, the Committee shall affirm in writing the extent to which the Performance Objectives have been achieved and the cash and the number of units of deferred Stock that vest as a result of such achievement. (e) If Employee's employment with the Company is terminated prior to the end of the Performance Period, and neither (b), (c) nor (d) above apply, this Performance Award automatically shall be forfeited in full, without payment, on such termination.

Vesting. The Options shall 4.1 Except as otherwise provided herein, provided that the Grantee remains in Continuous Service through the applicable vesting date, the RSUs will vest and according to the vesting schedule set forth below (the “Vesting Date(s)”). Once vested, the RSUs become exercisable as follows: one-third (1/3) “Vested Units.” [VESTING DATE] [number/percentage of shares that vest] [VESTING DATE] [number/percentage of shares that vest] [VESTING DATE] [number/percentage of shares that vest] 4.2 Notwithstanding the Options shall vest and become exercisable on each of foregoing, if the first three anniversaries of Grantee’s Continuous Service terminates for any reason at any time before any Vesting Date, the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary Grantee’s unvested RSUs shall be referred automatically forfeited upon such termination of Continuous Service and neither the Company nor any Affiliate shall have any further obligations to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or Grantee under this AgreementAgreement[pro rata vesting - ; provided, however, that notwithstanding the foregoing, if the Grantee ceases employment by reason of death, Disability, or normal or early retirement (as determined in the discretion of the Committee), a prorated portion of the unvested RSUs will vest based on the number of months from the first day of the month of the Award Date to the extent then unvestedtermination date, divided by the Options shall immediately become total number of months from the Award Date to the end of the Restricted Period, less the number of shares that have vested and exercisable if:prior to the termination date]. (i) the Participant’s employment terminates due to death or Permanent Disability4.3 Notwithstanding this Section 4, or (ii) the Participant’s employment terminates within two years after if a Change in Control occurs and the Participant’s Continuous Service is terminated by the Company without Cause (other than for death or Disability) or by the Participant for Good Reason. Further, provided, in either case, within 12 months following the event Change in Control, 100% of the Participant’s Retirement, a separate pro-rata portion RSUs shall become immediately vested and the settlement of the Tranche of Options (RSUs pursuant to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement Section 7.1 shall be calculated by multiplying promptly made, but in no event later than thirty (A30) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each days following such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantContinuous Service.

Vesting. The Options (a) Subject to the prior occurrence of either an Acquisition (as defined in the Plan, modified in the manner described below) or an IPO (as defined below), the RSUs shall vest and become exercisable vested as follows: one-third (1/3) 1/7th of the Options shall vest and become exercisable RSUs on each anniversary of the first three anniversaries closing date of the Date Subsequent Closing or the Back-Stop Closing (each, a “Scheduled Vesting Date”); provided that the Grantee has neither incurred nor given or received a notice of Grant (each such one-third (1/3) Termination as of the Options which applicable Scheduled Vesting Date. If neither an Acquisition nor an IPO has occurred prior to the occurrence of a Scheduled Vesting Date, the RSUs scheduled to vest on each such anniversary Scheduled Vesting Date shall be not vest upon such Scheduled Vesting Date, but shall instead vest (subject to Section 2(b)) upon the earlier to occur of (x) an Acquisition and (y) an IPO. The date upon which a tranche of RSUs becomes vested pursuant to this Section 2(a) is referred to herein as a such tranche’s “Tranche” and each Actual Vesting Date.” (b) To the extent that neither an Acquisition nor an IPO has occurred prior to the tenth (10th) anniversary of the date hereof, this RSU Award Agreement shall terminate as of such anniversary a Vesting Date) unless previously vested or forfeited in accordance and all rights of the Grantee with the Plan or this Agreement; provided, however, that respect to the extent then unvested, the Options RSUs shall immediately become vested and exercisable if:terminate without payment of any consideration. (c) For purposes of this RSU Award Agreement, (i) an “IPO” shall be deemed to occur upon the Participant’s employment terminates due effective date of the registration statement filed with the SEC relating to death or Permanent Disability, or the initial underwritten sale of equity securities of the Company to the public under the Securities Act and (ii) no transaction or event will constitute an Acquisition unless the Participant’s employment terminates within two years after transaction or event qualifies as a Change in Control without Cause or for Good Reason. Further, provided, change in the event ownership of the Participant’s RetirementCompany, a separate pro-rata change in the effective control of the Company or a change in the ownership of a substantial portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a ParticipantCompany’s termination of employment for any reason, the Compensation Committee mayassets, in its sole discretion, waive any requirement each case for vesting then remaining and permit, for a specified period purposes of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantTreasury Regulation 1.409A-3(i)(5).

Vesting. A. The Options Participant shall vest and become exercisable as follows: onehave a non-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred forfeitable right to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche Award only upon the vesting dates specified on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of Options (to any Award shall become vested on the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that vesting date unless the Participant was is then, and since the Grant Date has continuously been, employed by the Company or one of any Affiliate. If the Participant ceases to be employed by the Company and its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment Affiliates for any reason, any then outstanding and unvested portion of the Compensation Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the Plan. B. The Award will become eligible to vest upon achievement of the Granted CSPU goals (“Performance Goals”), as adopted by the Committee mayin 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 not become eligible to vest and shall be immediately forfeited. As specified in the Performance Goals, in its sole discretionthe event and to the extent that the Performance Goals are exceeded, waive any requirement for vesting then remaining and permit, for a specified period an additional number of time consistent with Granted CSPUs will become eligible to vest. In no event shall the first sentence number of Section 4(b) hereof the exercise Eligible CSPUs exceed 200% of the Options prior 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 satisfaction Performance Goals have been satisfied (the “Initial Vesting Date”); an additional one-third of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and the Eligible CSPUs shall vest on the first anniversary of the Date Initial Vesting Date; and an additional one-third of Grantthe 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 Eligible CSPUs based on the Performance Goals and the Committee’s approval for fifty percent (50%) of 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 termination For Cause or any termination for insufficient performance, as determined by the Company. D. Notwithstanding anything herein to the contrary, any portion of the Award held by a 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 termination.

Vesting. (a) The Options RSUs shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; providedvesting schedule set forth in the Notice of Grant (the "Vesting Schedule"). Upon the vesting of RSUs, however, that the Company will deliver to the extent then unvestedRecipient, for each RSU that becomes vested, one share of Common Stock, subject, in the case of the shares of Common Stock delivered in respect of the RSUs that vest on the Vesting Start Date, to Section 4(b) and subject, in all cases, to the payment of any taxes pursuant to Section 7. The Common Stock will be delivered to the Recipient as soon as practicable following each vesting date, but in any event within 30 days of such date. (b) Notwithstanding the foregoing, if, within the period beginning on the date that is nine months prior to the date on which a Change in Control is consummated (provided that negotiations relating to the Change in Control are ongoing at the time the Recipient's employment is terminated) and ending on the second anniversary of the date on which the Change in Control is consummated, the Options Recipient's employment is terminated by the Company without Cause or by the Recipient for Good Reason, then all remaining unvested RSUs shall immediately become fully vested and exercisable if: free from all forfeiture restrictions as of the later of (i) the Participant’s employment terminates due to death or Permanent Disability, or consummation of the Change in Control and (ii) the Participant’s date of termination. For purposes of the preceding sentence, it is understood that if the date of termination occurs before the consummation of the Change in Control, the RSUs shall remain outstanding but shall not continue to vest in accordance with the Vesting Table set forth in the Notice of Grant until such time as the Change in Control occurs and such unvested RSUs shall expire upon the date that is nine months after employment terminates within two years after ends if the Change in Control has not then occurred. Each of the terms "Change in Control", "Cause" and "Good Reason" shall have the meaning set forth in the Recipient's employment agreement with the Company dated August 11, 2017 (the "Employment Agreement"). In addition, in the event the acquiring or succeeding corporation in a Change in Control without Cause or for Good Reason. Further, provided, in does not agree to assume the event unvested RSUs as of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result Change in Control, or substitute substantially equivalent RSUs for the unvested RSUs, then all remaining unvested RSUs shall become fully vested and free from application of this Section 4(a) shall be aggregated and shall vest on all forfeiture restrictions immediately prior to the first anniversary consummation of the Date of GrantChange in Control.

Vesting. A. The Options Participant shall vest and become exercisable as follows: onehave a non-third (1/3) forfeitable right to a portion of the Options Award only upon the vesting dates specified on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. Except as provided in Section 2.C. or 2.D. below, no portion of any Award shall become vested on the vesting date unless the Participant is then, and since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then outstanding and unvested portion of the Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the Plan. B. The Award will become eligible to vest and become exercisable on upon achievement of each of three annual performance goals (the “Annual Performance Goals”), as adopted by the Committee in the first calendar quarter of each of the three years beginning on the first three anniversaries year in which the Award is granted and communicated. The calculation of the Date number of Grant Granted PSUs that will vest is specified in the Long-Term Incentive Program Overview for Executives for the year in which the Award is granted (“LTI Overview”), which is also found on your Fidelity stock plan account. Granted PSUs that become eligible to vest upon the achievement of each such one-third (1/3) of the Options which vest on each such anniversary shall be Annual Performance Goals are referred to herein as a the “TrancheEligible PSUs.” In the event and each such anniversary a Vesting Date) unless previously vested to the extent that the any of the Annual Performance Goals are not satisfied (or forfeited deemed satisfied in accordance with Section 2.C. below), such Granted PSUs connected to such unachieved Annual Performance Goals shall not become eligible to vest and shall be immediately forfeited upon the Plan Committee’s determination that such Annual Performance Goals have not been satisfied (or this Agreement; provideddeemed satisfied). As specified in each of the Annual Performance Goals, however, that in the event and to the extent then unvestedthat the Annual Performance Goals are exceeded, an additional number of Granted PSUs will become eligible to vest. In no event shall the number of Eligible PSUs exceed 200% of the number of Granted PSUs. All Eligible PSUs shall vest on (i) the later of the third anniversary of the Grant Date or the date of the Committee’s determination of the degree to which the Annual Performance Goals have been satisfied (which shall occur not later than March 1 immediately following the end of the year to which the Annual Performance Goals relate), (ii) in the event of a Corporate Change in Control, the Options shall immediately become vested date or dates described in Section 2.C. below, or (iii) in the event of a termination of the Participant’s employment with the Company and exercisable ifits Affiliates on account of death, Disability or Retirement, the date or dates described in Section 2.D. below (the “Vesting Date”). C. In the event of a Corporate Change in Control, subject to the Participant’s continued employment with the Company and its Affiliates through the date of such Corporate Change in Control: (i) the Participant’s employment terminates due Committee shall determine the extent to death or Permanent Disabilitywhich the Annual Performance Goals relating to the year prior to the year in which the Corporate Change in Control occurs are achieved, orif not yet determined, and the Granted PSUs that are eligible to vest based on the achievement of such Annual Performance Goals shall become Eligible PSUs based on the level of achievement so determined as of immediately prior to such Corporate Change in Control; (ii) any outstanding Granted PSUs that are eligible to vest based on the achievement of Annual Performance Goals relating to a year in which the Corporate Change in Control occurs or a year after the Corporate Change in Control occurs shall become Eligible PSUs as of immediately prior to such Corporate Change in Control assuming that the Annual Performance Goals are achieved at target; (iii) to the extent the acquiring or surviving entity assumes, continues or substitutes for Eligible PSUs (determined after giving effect to clauses (i) and (ii) above) in connection with the Corporate Change in Control, the Eligible PSUs (including any Granted PSUs that had become Eligible PSUs by their terms prior to the Corporate Change in Control) shall remain outstanding and, subject to the Participant’s continued employment with the acquiring or surviving entity, shall vest in full upon the third anniversary of the Grant Date or, if earlier, upon an Involuntary Employment Action as described in Section 10.C. of the Plan or the Participant’s termination of employment on account of death or Disability; (iv) to the extent the acquiring or surviving entity does not assume, continue or substitute for the Eligible PSUs (determined after giving effect to clauses (i) and (ii) above) in connection with the Corporate Change in Control, the Eligible PSUs (including any Granted PSUs that had become Eligible PSUs by their terms prior to the Corporate Change in Control) shall vest in full as of immediately prior to the Corporate Change in Control; and (v) notwithstanding clause (iii) or (iv) above, with respect to a Participant who is or becomes eligible for Retirement at any time after the Grant Date and on or before the latest Vesting Date described in Section 2.B. above, to the extent required to avoid adverse tax results under Section 409A, the Eligible PSUs (determined after giving effect to clauses (i) and (ii) above) shall vest in full as of immediately prior to the Corporate Change in Control. D. Except as otherwise provided in the Plan or Section 2.C. above, upon termination of the Participant’s employment terminates within two years with the Company and its Affiliates for any reason, any portion of the Award that is not then vested will immediately terminate, except as follows: (i) any portion of the Award held by the Participant immediately prior to the Participant’s termination of employment on account of death or Disability, to the extent not vested previously, will become fully vested as follows: (1) with respect to any Eligible PSUs for which the achievement of Annual Performance Goals has been determined as of the date of such termination on account of death or Disability, upon the date of such termination; and (2) with respect to any Eligible PSUs for which the achievement of Annual Performance Goals has not been determined on the date of such termination, upon the date of the determination of the Eligible PSUs based on the achievement of the applicable Annual Performance Goals and the Committee’s determination thereof (including under Section 2.C. above, in which case the Eligible PSUs (determined after a giving effect to Section 2.C. above) will vest as of immediately prior to the Corporate Change in Control without Cause Control), even if such determination occurs following the date of death or for Good Reason. Further, provided, in Disability of the event Participant; and (ii) any portion of the Award held by the Participant immediately prior to the Participant’s Retirement, a separate pro-rata to the extent not vested previously, will become fully vested as follows: (1) with respect to any Eligible PSUs for which the achievement of Annual Performance Goals has been determined as of the date of such Retirement, upon the date of Retirement and, (2) with respect to any Eligible PSUs for which the achievement of Annual Performance Goals has not been determined on the date of such Retirement, upon the date of the determination of the Eligible PSUs based on the achievement of the applicable Annual Performance Goals and the Committee determination thereof (including under Section 2.C. above, and with the Eligible PSUs determined after giving effect to Section 2.C. above), in each case, with respect to fifty percent (50%) of the number of Eligible PSUs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible PSUs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Eligible PSUs of the Award. For the avoidance of doubt, Retirement means the Participant’s leaving the employment of the Company and its Affiliates after reaching age 55 with ten (10) consecutive years of service with the Company or its Affiliates, but not including pursuant to any termination For Cause or any termination for insufficient performance, as determined by the Company. E. Notwithstanding anything herein to the contrary, any portion of the Tranche of Options (Award held by a Participant or a Participant’s permitted transferee immediately prior to the extent then unvested) during which cessation of the Retirement occurs Participant’s employment For Cause shall immediately become vested. The number terminate at the commencement of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable business on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Granttermination.

Vesting. The Options Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3,4 the RSUs shall vest and become exercisable as follows: one-third (1/3that is, the Restricted Period with respect thereto shall terminate) of pursuant to the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this AgreementSchedule; provided, however, that the unvested RSUs shall vest in full during the Vesting Period on the date, (a) immediately preceding the effective date of the Recipient’s Retirement as determined by the Committee in relation to the extent then unvestedRSUs: either (A) after reaching age 70 or (B) after reaching age 55 and having been employed or engaged by the Company or any Subsidiary for 15 years (provided that, if the Recipient retires after reaching age 56, for each year after age 55, the Options Recipient may work one year less for the Company or any Subsidiary, as applicable, and still be qualified for Retirement under this sub-section (B)5), (b) immediately preceding the Recipient’s death or the effective date of the Recipient’s Disability, or (c) immediately preceding the effective date of the termination of the Recipient’s employment or engagement with the Company or any Subsidiary by the Company or Subsidiary (which, whenever used in this Agreement, includes any such entity’s successor) without Cause,6 or by the Recipient for a Good Reason,7 in either case only in connection with or within 24 months 4 For example, pursuant to section 3, before the Vesting Start Date, (I) if the Recipient’s employment or engagement with the Company or any Subsidiary is terminated by the Recipient for any reason, or (II) if the Recipient retires, dies or becomes Disabled, the RSUs shall immediately become vested be forfeited in their entirety and exercisable if: no distribution or payment of any amount under such RSUs shall ever be made to the Recipient. 5 For example, if the Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 10 years to be qualified for Retirement and receive the RSU Shares; and for example, if the Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 5 years to be qualified for Retirement and receive the RSU Shares. 6 “Cause” means, in addition to any cause for termination as provided in any other applicable written agreement between the Company, the applicable Subsidiary, or the acquirer or successor of the Company or Subsidiary, and the Recipient, (i) conviction of any felony, (ii) any material breach or violation by the ParticipantRecipient 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 employment terminates due ability to death perform services for the Company or Permanent DisabilitySubsidiary, or including habitual insobriety or substance abuse or the commission of any crime, gross negligence, fraud or dishonesty with regard to the Company or Subsidiary, or (iv) any material misconduct or neglect of duties and responsibilities by the Recipient in connection with the business or affairs of the Company or Subsidiary; provided, however, that the Recipient first shall have received written notice, which shall specifically identify what the Company or Subsidiary believes constitutes Cause, and if the breach, act, omission, misconduct or neglect is capable of being cured, the Recipient shall have failed to cure after 15 days following such notice. 7 A “Good Reason” means the occurrence of any of the following events: (i) a material adverse change in the functions, duties or responsibilities of the Recipient’s position (other than a termination by the Company or Subsidiary) which would meaningfully reduce the level, importance or scope of such position (provided that, a change in the person, position and/or department to whom the Recipient is required to report shall not by itself constitute a material adverse change in the Recipient’s position), (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event relocation of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one Subsidiary office at which the Recipient is principally located immediately prior to a Sale Event (the “Original Office”) to a new location outside of its Subsidiaries since the most recent Vesting Date by 36, by metropolitan area of the Original Office or the failure to place the Recipient’s own office in the Original Office (B) or at the number office to which such office is relocated which is within the metropolitan area of Options subject to this Agreement (rounding up to the nearest whole numberOriginal Office), provided 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 pro-rata portion incident that vests shall only become exercisable on provides the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon basis for a Participant’s termination of employment for any reasonGood Reason termination, the Compensation Committee mayRecipient shall have provided the Company or Subsidiary a written notice specifically identifying what the Recipient believes constitutes a Good Reason, in its sole discretionand the Company or Subsidiary shall have failed to cure the adverse change, waive any requirement for vesting then remaining and permit, for relocation or compensation reduction after 30 days following such notice. 3 | P a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.g e 01435\040\8330543.v3