Common use of Vesting Clause in Contracts

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.

Vesting. This Award shall vest in full on Grossly exceeding the Vesting Date set forth above provided the Participant is continuously employed by a member "Company Annual Revenue" or "Stock Price" targets as of any of the Premier Group. Notwithstanding annual target measurement dates, as detailed in the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below)above Vesting Schedule, the Participant shall immediately vest in a portion will not cause an acceleration of the Award equal vesting of these shares. The market price of the Company's shares shall not be a cause for default of payment of this Note by the Maker. All payments shall be made to Payee at address below or at such other place as the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095Payee may from time to time designate. A Participant is a “Good Leaver” Any payments on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant principal and interest shall be credited with an amount applied first to interest as aforesaid and the remainder thereof shall be applied to principal. Maker shall have the privilege of paying the principal in cash (whole or in part at any time, and such payments may be made without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Sharespenalty or premium; provided, however, that no amount each payment shall be credited with respect accompanied by any accrued interest then due. Presentment for payment or acceptance, and notice of dishonor of payment or acceptance, notice of protest and notice of any renewal, extension, modification or change of time, manner, place or terms of payment, are hereby waived by Maker or any endorsers, sureties and guarantors hereof. Any failure or delay of Payee to Shares that have been delivered to the Participant exercise any right hereunder shall not be construed as a waiver of the applicable record dateright to exercise the same or any other right at any other time or times. Dividend equivalents The waiver by Payee of a breach or default of any provisions of this Note shall not operate or be construed as a waiver of any subsequent breach or default thereof. Maker agrees to reimburse Payee for all costs and expenses, including reasonable attorneys' fees, incurred by Payee to enforce the provisions hereof and collect Maker's obligations hereunder. This Note shall be subject to the same terms and conditions as the Award Sharesconstrued according to, and shall vest (or, if applicable, be forfeited) at governed by the same time as the Award Shares. Notwithstanding the foregoing, vesting laws of the Award (and any dividend equivalents) Commonwealth of Pennsylvania. The provisions of this Note shall be prohibited deemed severable, so that if any provisions hereof is declared invalid under the laws of any state where it is in effect, or of the United States, all other provisions of this Note shall continue in full force and effect. This Note shall be binding upon the successors and assigns of the Maker, and shall inure to the extent that it would violate applicable law benefit of and be enforceable by the heirs, personal representatives, successors and assigns of Payee or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesother Payee thereof.

Vesting. This Award shall vest in full (a) The Ordinary Shares subject to this Agreement will become earned based on the actual level of performance achieved with respect to the Performance Goals during the Performance Period on the terms set forth on Exhibit B and as determined by the Board and the earned Performance Share Units will become vested if the Participant satisfies the requirements of the Vesting Schedule set forth on Exhibit B. (b) If the Participant ceases to be employed by the Company or a subsidiary of the Company employing the Participant (the “Employer”) prior to the Vesting Date set forth above provided (as defined in Exhibit B) as a result of a termination by the Participant is continuously employed by a member of Employer without Cause (as defined below) or the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Participant’s resignation for Good Leaver Reason (as defined below), as of the Vesting Date, the Participant shall immediately vest in a portion of the Award equal be entitled to the number of Award Shares granted times a fractionPerformance Share Units earned pursuant to the Performance Goals as of the date of termination. (c) If the Participant ceases to be employed by the Employer for any reason prior to the applicable Vesting Date, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group other than due to death, Disability a termination without Cause or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment resignation for Good Reason, the Participant shall forfeit all Performance Share Units and the Participant will not have any rights with the Premier Group Without Cause (respect to Performance Share Units that have not yet become vested as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or date the Participant terminates his employment for Good Reason (as defined in Section 14 below) within ceases to be employed by the twelve month period commencing upon a Change in Control (as defined in Employer, irrespective of the Plan), level of achievement of the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award SharesPerformance Goals; provided, however, that no amount if such termination is a result of the death or permanent disability of the Participant, the Performance Share Units shall not be credited with respect forfeited and shall remain subject to Shares that have been delivered vesting pursuant to the terms hereof and exercisable by the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions or his or her estate, as the Award Sharescase may be. (d) For purposes of this agreement, and shall vest (or, if applicable, be forfeited) at the same time as following terms have the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.following meanings:

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) Employer terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by providing services as a member of director through the Premier GroupVesting Date. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment service due to being a Good Leaver (as defined below)death or Disability, the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control365; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or that the Participant terminates his employment for Good Reason (is serving as defined in Section 14 below) within a director on the twelve month period commencing upon Board at the time of a Change in Control (as defined in the Plan)Control, the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.

Vesting. This Award 3.1 The Restricted Shares subject to this grant shall vest in full become unrestricted and fully vested on the Vesting Date set forth above _______ anniversary of the Grant Date, provided the Participant is continuously then employed by a member the Company and/or one of the Premier Group. Notwithstanding the foregoing:its Subsidiaries. (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of 3.2 If the Participant’s employment with the Premier Group Without Cause Company and/or its Subsidiaries terminates for any reason (as defined in Section 14 belowother than due to Disability or death) prior to a Change in Control; and (b) In the event a member vesting of all or any portion of the Premier Group Restricted Shares awarded under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a successor) terminates portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment Without Cause with the Company and/or its Subsidiaries terminates due to the Participant's death or Disability, the Participant terminates his employment shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for Good Reason (a particular Award has been completed as defined in Section 14 below) within of the twelve month period commencing upon a Change in Control (date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability as defined in the Plan)Participant’s then effective employment agreement, the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received or if the Participant had been is not then a party to an effective employment agreement with the owner of a number of Shares equal Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the number first sentence of Award Shares; providedthis Section 3.3.1, however, at any time that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to grant dividends or dividend equivalents on any Shares or Award Sharesbe total and permanent by a physician selected in good faith by the Company.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In A Participant's interest in his Account shall become vested and nonforfeitable to the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion extent of the Award equal following percentages based upon full Years of Service with an Employer: Percentage Percentage Year of Service Vested Forfeited Fewer than five years 0% 100% At least five years 100% 0% An Employee forfeits all non-vested rights to an Account after the number Plan Year after five consecutive One Year Periods of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; andSeverance have occurred. (b) For purposes of vesting, a Year of Service shall be credited for each 12-month period beginning on the Employee's employment commencement date during which an Employee completes a month of service. In addition, each Employee participating in the event Plan shall be credited, for Service purposes, for his employment with any subsidiary or affiliate of AFG. (c) In computing full Years of Service hereunder, any Employee who has a member One Year Period of Severance shall not receive credit for Years of Service prior to such break until one full Year of Service has been completed after return to service. In addition, Years of Service by any Employee after any five consecutive One Year Periods of Severance shall not be taken into account for purposes of determining the Premier Group nonforfeitable percentage of an Employee's interest derived from compensation deferred by the Employee which accrued before such five consecutive One Year Periods of Severance. Further, when computing full Years of Service hereunder, the Employer shall establish and maintain a separate Account for each Employee who has incurred a One Year Period of Severance and has subsequently returned to the employment of an Employer. The purpose of maintaining such separate Accounts will be to insure that allocations to any Employee are properly made to determine the nonforfeitable percentage of accrued interest in accordance with the above. (or a successord) terminates Participation in the Participant’s employment Without Cause or the Participant Plan will continue until an Employee terminates his employment as provided for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (or for as defined long as he has an interest in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal Plan that has not been distributed to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law him or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesfor his benefit.

Vesting. This Award (a) The RSUs shall vest in full on accordance with the Vesting Date Schedule set forth above provided in the Participant is continuously employed by a member Notice of Grant (the Premier Group“Vesting Schedule”). Notwithstanding Any fractional shares resulting from the foregoing: application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (aor, if applicable, an earlier vesting date pursuant to Section 3(b) In below, which, in such event, shall also be hereinafter referred to as the event that a Participant terminates employment due to being a Good Leaver (as defined below“Vesting Date”), the Participant Company shall immediately vest in a settle the vested portion of the Award RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), (i) issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”) and (ii) enter the Participant’s name as a shareholder of record with respect to the RSU Shares on the books of the Company. Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control Fair Market Value (as defined in the Plan)) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the Award vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 9(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If otherwise, these RSUs shall continue to vest in full. The Participant shall be credited accordance with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award SharesVesting Schedule; provided, however, that no amount these RSUs shall be credited with respect to Shares that have been delivered immediately become vested in full if, on or prior to the Participant as first anniversary of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting date of the Award (and any dividend equivalents) shall be prohibited to consummation of the extent that it would violate applicable law Change in Control Event, the Participant’s employment or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require other relationship as an Eligible Participant with the Company to grant dividends or dividend equivalents on any Shares the Acquiring Corporation is terminated for Good Reason by the Participant or Award Sharesis terminated without Cause by the Company or the Acquiring Corporation.

Vesting. This Award shall vest (a) Except as otherwise provided in full subparagraphs (b), (c), (d), (e), and (f) below, the Participant will become vested in the Performance Units awarded pursuant to this Agreement based on the Vesting Date achievement of performance goals over a three-year Performance Period (as defined in the Plan) as set forth above on the attached Exhibit A (the “Restriction Period”), provided the Participant is continuously employed does not incur a termination of employment or service with the Employer prior to the end of the Restriction Period. The amount payable with respect to the Participant’s Performance Units shall be determined by multiplying each Performance Unit granted by a member payout performance multiplier of between zero percent and two hundred percent (0%-200%), which shall be determined based upon actual performance compared to the Premier Group. Notwithstanding the foregoing:performance goals as described on Exhibit A. (ab) In Except as otherwise provided in this Agreement, if the event that a Participant terminates employment due or service with the Employer prior to being the end of the Restriction Period, the Performance Units credited to the Participant’s Performance Unit Account that have not vested as of the date of termination shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Performance Units shall vest and be paid immediately based on a Good Leaver payout performance multiplier of one hundred percent (100%). (c) If the Participant terminates employment or service with the Employer on account of a termination by the Employer without Cause (as defined in the Plan) with less than six months left prior to the end of the Restriction Period, the Performance Units credited to the Participant’s Performance Unit Account that have not vested will vest on a pro-rated basis, based on the actual performance results for the Restriction Period, pro-rated for the period the Participant was employed by the Employer; provided, however, that if the Participant terminates employment or service with the Employer on account of a termination by the Employer without Cause with six months or more left prior to the end of the Restriction Period, the Performance Units credited to the Participant’s Performance Unit Account that have not vested will vest on a pro-rated basis, based on a payout multiplier of 100%. (d) Subject to the Required Notice (as defined below), if the Participant shall immediately vest in a portion of terminates employment or service with the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” Employer on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 belowthe Plan), then the Performance Units credited to the Participant’s Performance Unit Account that have not vested will vest in full, based on the actual performance results for the Restriction Period. The vesting of Performance Units under this subparagraph will be subject to such terms and conditions as the Committee determines, including the Participant’s agreement to be bound by restrictive covenant obligations, such as non-competition or non-solicitation covenants and/or such other restrictions as the Committee determines. Unless otherwise determined by the Committee, the Participant must provide the Employer with one (1) year or (ii) more of advance written notice if the termination Participant intends to terminate employment or service with the Employer on account of the Participant’s employment with Retirement pursuant to this subparagraph (d) (the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and“Required Notice”). (be) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon If a Change in Control (as defined in the Plan) occurs after the Date of Grant of the Performance Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the end of the Restriction Period, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the Award portion of such Performance Units credited to the Participant’s Performance Unit Account that have not vested shall vest in full. The Participant shall and be credited with an amount in cash paid based on a payout performance multiplier of one hundred percent (without interest100%) equal within the thirty (30) day period following the termination of employment or service to the dividends Employer. (f) Notwithstanding any other provisions set forth in this Agreement or in the Participant would have received Plan, if the Participant had been ceases to be employed by, or provide service to, the owner Employer on account of a number of Shares equal termination by the Employer for Cause, any Performance Units credited to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares Participant’s Performance Unit Account that have been delivered to the Participant not vested as of the applicable record date. Dividend equivalents such date shall be subject to the same terms immediately terminate and conditions as the Award Shares, become null and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesvoid.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver Except as described in subsections (as defined b), (c) and (d) below), the Participant shall immediately become vested in his Award on the last day of the Restriction Period set forth above if he remains in continuous employment with the Company or a subsidiary until such date. (b) If prior to the last day of the Restriction Period the Participant's employment with the Company and all subsidiaries terminates due to the Participant's death, disability or retirement, and the Participant's service on the Board does not continue thereafter, the Participant shall vest in a portion number of RSUs subject to the Award equal to determined by multiplying the number of Award Shares granted times RSUs by a fraction, the numerator of which is the number of days full months that have elapsed from the Date of active service elapsed since Award to the Grant Date termination of employment and the denominator of which is 1,095the number of full months in the Restriction Period. (c) If prior to the last day of the Restriction Period the Participant's employment with the Company and all subsidiaries terminates for any reason and the Participant's service on the Board continues thereafter, the Participant shall continue to vest in his Award as described in subsection 5(a) as if he has continued in employment. A If the Participant's service on the Board subsequently terminates, then, if the termination of service is for any reason other than for cause (as determined by the remaining Board members in their sole discretion), the Participant shall fully vest in his Award. (d) Any RSUs that do not vest as described above upon the Participant's termination of employment and/or service on the Board shall be forfeited to the Company. (e) For purposes of this Section 5, (i) “disability” (A) while the Participant is employed, has the meaning, and will be determined, as set forth in the Company's long term disability program in which the Participant participates, and (B) while the Participant is a Non-Employee Director, means (as determined by the Committee in its sole discretion) the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months; and (ii) “Good Leaverretirement” on account of (i) terminating means the Participant's termination from employment with the Premier Group due to death, Disability or an Approved Retirement Company and all subsidiaries without cause (as defined determined by the Committee in Section 14 belowits sole discretion) when the Participant is 65 or (ii) the termination older or 55 or older with 10 years of the Participant’s employment service with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms Company and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesits subsidiaries.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In Except to the extent earlier forfeited or vested pursuant to this Section 4 or in the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest on the third anniversary of the Grant Date. (b) If the Holder’s employment by the Company terminates by reason of retirement with the consent of the Company, or terminates by reason of the Holder’s death or disability, the Award shall become fully vested as of the effective date of the Holder’s termination of employment or the date of death, as the case may be, provided that if such termination of employment is by reason of retirement and the Holder executes a release in full. The Participant connection with such retirement that provides for a period in which such release may be revoked, the Award shall become fully vested upon the expiration of such revocation period if the Holder has not revoked such release and, provided further, that the Award shall not become fully vested if the Holder has revoked such release.. (c) If the Holder’s employment by the Company is terminated by the Company for Cause, the portion of the Award which is not vested as of the effective date of the Holder’s termination of employment shall be credited with an amount in cash (forfeited by the Holder and shall be transferred, without interest) equal payment of any consideration to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal Holder, to the number Company (or its assignee or nominee). (d) If the Holder’s employment by the Company terminates for any reason other than a reason specified in Section 4(b) or 4(c) hereof, the portion of the Award Shareswhich is not vested as of the effective date of the Holder’s termination of employment shall be forfeited by the Holder and shall be transferred, without payment of any consideration to the Holder, to the Company (or its assignee or nominee); provided, however, that no amount the Committee may, in its discretion, make a determination that part or all of such unvested portion of the Award shall be credited with respect to Shares that have been delivered to the Participant become fully vested as of the applicable record date. Dividend equivalents effective date of the Holder’s termination of employment. (e) As used herein, “Cause” shall be subject mean a determination by the Company that the Holder has (i) willfully and continuously failed to substantially perform the duties assigned by the Company or a Subsidiary with which the Holder is employed (other than a failure resulting from the Holder’s disability), (ii) willfully engaged in conduct which is demonstrably injurious to the same terms and conditions as Company or any Subsidiary, monetarily or otherwise, including conduct that, in the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting reasonable judgment of the Award (and any dividend equivalents) shall be prohibited Company, does not conform to the extent that it would violate applicable standard of the Company’s executives or employees, or (iii) engaged in any act of dishonesty, the commission of a felony or a significant violation of any statutory or common law or duty of loyalty to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesSubsidiary.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, death or Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve twelve-month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.

Vesting. This Award The Units shall vest quarterly over a two year period from the Grant Date in full equal increments with the first vesting date being three months from the Grant Date, subject to the Recipient continuing to perform services for the Company on each applicable vesting date. Vested Units shall be paid out in the form of shares of the Company’s common stock (“Common Stock”) with delivery of the Common Stock to take place on the Vesting Date set forth above provided the Participant is continuously employed by a member second anniversary of the Premier GroupGrant Date (the “Delivery Date”). Notwithstanding The Company will issue to the foregoing: Recipient, in settlement of the Units and subject to the provisions of Section 7 below, the number of whole shares of Common Stock that equals the number of whole Units that become vested (a) In the event that a Participant terminates employment due less any shares of Common Stock withheld to being a Good Leaver (as defined belowsatisfy applicable tax withholding requirements), and the Participant vested Units will cease to be outstanding upon your receipt of such shares of Common Stock. No fractional shares will be issued in settlement of Units. The Units shall immediately fully vest upon a Change of Control (which means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Award equal assets of the Company within the meaning of Treasury Regulation Section 1.409A-3(i)(5), as may be amended from time to time). Provided, however, any proposed merger with Tiger Media, Inc. shall not be deemed to be a Change of Control as long as Tiger Media, Inc. assumes the Units and the obligations under this Agreement. Termination of this Agreement and/or the Recipient continuing to no longer perform services for the Company shall not affect the Company’s obligation to deliver vested Units to the number Recipient in the form of Award Shares granted times a fraction, Common Stock. Common Stock deliverable as part of the numerator of which is vested Units shall be delivered to the number of days of active service elapsed since Recipient upon the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of earlier of: (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or Delivery Date; (ii) the termination Recipient ceases to perform services for the Company, provided such cessation of services constitutes a “separation from service” within the meaning of Section 409A of Internal Revenue Code of 1986, as amended the (the “Code”); or (iii) a Change of Control of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesCompany.

Vesting. This Award (a) The Restricted Stock Units and the right to receive shares of Common Stock pursuant to the Restricted Stock Units shall vest in full on accordance with Exhibit A, based upon the achievement by the Company of the performance criteria as set forth therein (“Performance Criteria”) over the Measurement Period (as defined above), provided that, except as expressly set forth herein, the Grantee shall have provided “Continuous Service” (as defined below) to the Company through the Vesting Date Date. Except as expressly set forth above provided herein, no Restricted Stock Units shall vest after the Participant date of termination of Grantee’s Continuous Service. (b) As used herein, the term “Continuous Service” means (i) employment by either the Company or any Parent or Subsidiary of the Company, or by any successor entity following a Corporate Transaction, which is continuously employed uninterrupted except for vacations, illness, or leaves of absence which are approved in writing by the Company or any of such other employer corporations, if applicable, or (ii) service as a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion Board of Directors of the Award equal Company until Grantee resigns, is removed from office, or Xxxxxxx’s term of office expires and he or she is not reelected, or (iii) engagement as a Consultant or other Service Provider. The Grantee’s Continuous Service shall not terminate merely because of a change in the capacity in which the Grantee renders service to the number of Award Shares granted times Company or a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of corporation or subsidiary corporation described in clause (i) terminating employment with above. For example, a change in the Premier Group due Grantee’s status from an employee to death, Disability a Non-Employee Director or Consultant will not constitute an Approved Retirement (as defined in Section 14 below) or (ii) the termination interruption of the ParticipantGrantee’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined Continuous Service, provided there is no interruption in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner Grantee’s performance of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Sharessuch services. Notwithstanding the foregoing, vesting for any employee of a subsidiary of the Award (and any dividend equivalents) Company located outside the United States, such employee’s Continuous Service shall be prohibited deemed terminated upon the commencement of such employee’s “garden leave period,” “notice period,” or other similar period where such employee is being compensated by such subsidiary but not actively providing service to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharessuch subsidiary.

Vesting. This Award shall vest (i) Subject to the provisions contained in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined belowthis Section 2.1(b), the Participant shall immediately vest in a portion of the Award equal RSUs subject to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in fullaccordance with the Vesting Schedule set forth in the Grant Notice. The Unless and until the RSUs have vested in accordance with the vesting schedule set forth in the Grant Notice, Participant shall be credited with an amount in cash (without interest) equal will have no right to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited any distribution with respect to Shares that have been delivered such RSUs. (ii) In the event of Participant’s Termination of Service prior to the Participant vesting of all of the RSUs, any unvested RSUs will terminate automatically without any further action by the Company and be forfeited without further notice and at no cost to the Company. For purposes of the RSUs, a Termination of Service will be deemed to have occurred as of the applicable record date. Dividend equivalents shall be subject date Participant is no longer actively providing services to the same Company or any Subsidiary (regardless of the reason for such Termination of Service and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or otherwise rendering services, or the terms and conditions as the Award Shares, and shall vest (orof Participant’s employment or other service agreement, if applicableany). Participant’s employment or service relationship will not be extended by any notice period (e.g., Participant’s period of service will not be forfeited) at extended by any contractual notice period or period of “garden leave” or similar period mandated under employment laws in the same time as jurisdiction where Participant is employed or otherwise rendering services, or the Award Sharesterms of Participant’s employment or other service agreement, if any). Notwithstanding the foregoingforgoing, the Administrator shall have exclusive discretion to determine when a Termination of Service has occurred for purposes of the RSUs (including when Participant is no longer considered to be actively providing services while on a leave of absence). In the event of Participant’s leave of absence, vesting of the Award RSUs shall be governed by the Company’s leave of absence policies, as may be amended from time to time, and in accordance with applicable laws. (iii) Notwithstanding anything to the contrary herein or contained in any employment agreement or offer letter in effect between Participant and the Company or any Subsidiary, (A) to the extent such employment agreement or offer letter provides that the RSUs shall be eligible to vest on an accelerated basis under any employment agreement or offer letter either as a result of a Change in Control or as a result of an involuntary termination within a specified period before or after a Change in Control, the RSUs shall only be eligible for accelerated vesting under such provision in the event of an involuntary termination within the specified period following (but not before) a Change in Control, and (B) in the event the RSUs are eligible for vesting on an accelerated basis pursuant to the terms of any such employment agreement or offer letter based on an involuntary termination apart from a Change in Control or death or disability, with such accelerated vesting to be based on a period of months following the date of such termination, such accelerated vesting shall apply to the RSUs so that Participant receives vesting credit on a prorated basis for such number of months (and any dividend equivalents) shall be prohibited to the extent annual cliff vesting that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesotherwise occur during such period).

Vesting. This Award shall vest in full on The term “vest” as used herein with respect to any Restricted Stock Unit means the Vesting Date set forth above provided the Participant is continuously employed by a member lapsing of the Premier Group. Notwithstanding the foregoing:restrictions described herein with respect to such Restricted Stock Unit (each such occurrence, a “Vesting Date”). (a) In the event that a Participant terminates employment due to being a Good Leaver Unless earlier terminated, forfeited, relinquished or expired, thirty-three and one-third percent (as defined below), the Participant shall immediately vest in a portion 33-1/3%) of the Award equal to Restricted Stock Units shall vest on each anniversary of the Date of Grant, with the number of Award Shares granted times a fraction, Restricted Stock Units that vest on any such date being rounded down to the numerator of which is the number of days of active service elapsed since the Grant Date nearest whole share and the denominator Restricted Stock Units becoming 100% vested on the third anniversary of which is 1,095the Date of Grant, provided in each case that the Grantee has remained in continuous Employment from the Date of Grant through the applicable Vesting Date. A Participant is a “Good Leaver” on account Automatically and immediately upon the cessation of the Grantee’s Employment for any reason the unvested portion of this Award shall terminate and be forfeited for no consideration. (b) Notwithstanding anything in this Agreement to the contrary, if (i) terminating a Change of Control occurs and (ii) on or after the Change of Control and on or before the first anniversary of the Change of Control either (1) Grantee’s employment is terminated without Cause or (2) Grantee terminates his or her employment with for Good Reason, then any unvested and unearned Restricted Stock Units shall become immediately vested and earned as of the Premier Group due to deathdate of such termination of employment and shall be settled in accordance with Section 4 of this Agreement. For purposes of this Agreement, Disability or an Approved Retirement (“Good Reason” means “Good Reason” as defined in Section 14 below) the written employment or service agreement with the Company or any subsidiary, to which the Grantee is a party, or (ii) if clause (i) does not apply, then “Good Reason” shall mean the termination occurrence of any of the Participantfollowing conditions without the Grantee’s employment with express consent: (A) a material diminution in the Premier Group Without Cause scope of the Grantee’s duties and authority; or (as defined in Section 14 belowB) prior a relocation of the Grantee’s principal place of work to a Change in Control; and location more than fifty (b50) In miles from Grantee’s current principal location of employment (unless such new location is closer to the event a member primary residence of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the PlanGrantee), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting the Grantee’s resignation shall not be deemed to have occurred for “Good Reason” unless the Grantee provides the Company with a written notice of Good Reason termination within sixty (60) days after the Award occurrence of an event giving rise to a claim of Good Reason, and the Company shall have thirty (and any dividend equivalents30) shall be prohibited days thereafter in which to cure or resolve the extent that it would violate applicable law behavior otherwise constituting Good Reason, or to dispute such resignation for Good Reason and the extent Grantee resigns his or her employment as a result at the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesend of such thirty (30)-day period.

Vesting. This Award The PRSUs will be subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2026 or such earlier date as may be provided in full Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date set forth above or as otherwise provided in Section 8. For the Participant is continuously employed by a avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Premier GroupBoard of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding Notwithstanding, to the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in extent all or a portion of the Award equal to PRSUs have not vested as of the number of Award Shares granted times a fractionVesting Date, the numerator unvested PRSUs will be forfeited. Upon the occurrence of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; and (b) In provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event a member of the Premier Group (Employee’s termination of employment or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a services following such Change in Control (as defined in and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan), the Award shall vest in full. The Participant such awards shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharescancelled.

Vesting. This Subject to the terms and conditions of this Award Agreement, and provided that the Participant remains a Service Provider through each vesting date, the Restricted Stock shall vest become “Vested Shares” for purposes of this Award Agreement in full three (3) equal, annual installments, commencing on the Initial Vesting Date set forth above provided Date. Until the Participant is continuously employed by a member shares of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver Restricted Stock vest and become Vested Shares, which unvested shares shall be called Unvested Shares (as defined below), neither the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fractionUnvested Shares, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited nor any right with respect to the Unvested Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents Restricted Stock under this Agreement, may be sold, assigned, transferred, pledged, hypothecated (by operation of law or otherwise) or otherwise conveyed or encumbered and shall not be subject to execution, attachment or similar process. Any attempted sale, assignment, transfer, pledge, hypothecation or other conveyance or encumbrance shall be void and unenforceable against the same terms and conditions as Company or any affiliate of the Award Company. Upon becoming Vested Shares, and such restrictions shall vest (or, if applicable, lapse. A legend or legends may be forfeited) at affixed to share certificates representing the same time as the Award SharesRestricted Stock evidencing these restrictions. Notwithstanding the foregoing, in the event that Participant’s employment is terminated by the Company without Cause or if Participant resigns for Good Reason, and such termination is not in Connection with a Change of Control, then Participant will receive twelve (12) months accelerated vesting with respect to Participant’s then outstanding unvested portion of the Award, at which time such additionally vested shares shall become Vested Shares, provided that Participant signs the separation agreement and release of claims as set forth in Section 8(d) of the Employment Agreement and otherwise complies with such section. Notwithstanding the foregoing, in the event that Participant’s employment is terminated by the Company without Cause or if Participant resigns for Good Reason, and such termination is in Connection with a Change of Control, then Participant will become fully vested in Participant’s then outstanding unvested portion of the Award, at which time such additionally vested shares shall become Vested Shares, provided that Participant signs the separation agreement and release of claims as set forth in Section 8(d) of the Employment Agreement and otherwise complies with such section. Notwithstanding the foregoing, in the event that Participant resigns for Good Reason due to (x) the failure of the Company to appoint Participant as Chief Executive Officer by April 30, 2011 or in the event of the appointment of another as Chief Executive Officer after April 29, 2010, the vesting of Participant’s then outstanding unvested portion of the Award will be accelerated in full, at which time such additionally vested shares shall become Vested Shares, or (and any dividend equivalentsy) shall be prohibited the appointment of another as Chief Executive Officer prior to April 30, 2010, the extent that it would violate applicable law or to vesting of half of the extent outstanding unvested portion of the Award is a Performance Share Award. Further notwithstanding will be accelerated in full, at which time such additionally vested shares shall become Vested Shares, provided in each case that Participant signs the foregoing, nothing separation agreement and release of claims as set forth in this Award Section 8(d) of the Employment Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesand otherwise complies with such section.

Vesting. This Subject to Section 8 and the paragraphs in this Section below, the Award shall vest and become nonforfeitable upon, and subject to, the achievement of the performance hurdles and applicable time-based vesting requirements described in full on Annex A. The Administrator shall determine whether the Vesting Date set forth above provided applicable performance hurdles have been achieved, and the vesting of the Share Units is subject to the Administrator’s determination. If the Participant is continuously employed by a member party to an employment or similar agreement with the Company or any Subsidiary that includes provisions addressing the vesting of equity awards, the Award shall also become vested as provided in such agreement (including, without limitation, in connection with certain qualifying terminations of the Premier GroupParticipant’s employment and/or qualifying change in control transactions). Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a Any portion of the Award equal that is not considered eligible to vest following the number end of Award Shares granted times the applicable Performance Period as a fractionresult of performance results for the Performance Period, all as determined in accordance with Annex A, shall terminate and be forfeited effective as of the numerator end of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095Performance Period. A Participant is Upon a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined Company by the Company due to Participant’s death or disability, Participant will vest in a pro-rata portion of the target number of Share Units specified in Section 14 below2 (“Target Shares”) prior that are then outstanding and unvested. The pro-rata portion will be calculated as follows: (Target Shares ÷ number of days from Award Date to original vesting date specified in Annex A (including both beginning and end date)) x number of days from the Award Date to the date of termination due to death or disability. Any partial shares will be rounded down to the nearest whole share. Disability as used in this paragraph shall mean a Change in Control; and (b) In physical or mental impairment which, as reasonably determined by the event a member Company, renders Participant unable to perform the essential functions of the Premier Group (or a successor) terminates the Participant’s employment Without Cause with the Company, even with a reasonable accommodation that does not impose an undue hardship on the Company, for more than 90 days in any 180-day period, unless a longer period is required by federal, state or the Participant terminates his employment for Good Reason (as defined local law, in Section 14 below) within the twelve month which case that longer period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesapply.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In Subject to the event that a Participant terminates Participant’s continued employment due to being a Good Leaver (as defined below)or service through the applicable vesting date, the Participant Option shall immediately vest in and become exercisable at the time(s) set forth on the signature page hereto; provided, however, that vesting of all or a portion of the Award equal Shares subject to the Option may be accelerated pursuant to Sections 3(c) and (d). The Administrator shall have authority to determine if and to the extent that the Option shall have become vested in whole or in part. (b) If the Participant’s employment or service with the Company is terminated prior to the applicable vesting date for any reason other than a Qualifying Termination, Retirement or a termination for Cause, the vested portion, if any, of the Option shall remain exercisable for the period set forth in Section 4(a), and the unvested portion of the Option shall immediately terminate. If the Participant’s employment or service with the Company is terminated due to Retirement, the vested portion, if any, of the Option shall remain exercisable for the period set forth in Section 4(a), and the unvested portion shall continue to vest as if the Participant remained employed or in service. If the Participant’s employment or service with the Company is terminated for Cause, both the vested and unvested portions of the Option shall immediately terminate. (c) Notwithstanding Sections 3(a) and (b) herein, if the Participant’s employment or service with the Company is terminated prior to the applicable vesting date due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Option as of each applicable vesting date, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(c), shall be deemed vested and exercisable. The pro-rata portion of the unvested Shares that shall be deemed vested and exercisable as of each applicable vesting date shall be determined by multiplying the total number of Award the unvested Shares granted times subject to vesting on the applicable vesting date by a fraction, the numerator of which is the number of calendar days from the Date of active service elapsed since Grant through the Grant Date date of the Qualifying Termination, and the denominator of which is 1,095the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. A Participant is The remaining unvested Shares subject to the Option shall be forfeited as of the date of the Qualifying Termination. Following a Qualifying Termination, the use of the term “Good LeaverShares subject to the Option” on account shall only include the vested portion of the Shares as determined pursuant to the provisions of this Section 3. (d) Notwithstanding the foregoing, in the event of a Change of Control prior to the applicable vesting date, the following shall apply: (i) terminating employment To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Option (or in which the Company is the ultimate parent corporation and does not continue the Option) on substantially similar terms or with the Premier Group due to death, Disability or an Approved Retirement substantially equivalent economic benefits (as defined in Section 14 belowdetermined by the Administrator) or as Options outstanding under the Plan immediately prior to the Change of Control event, the Option shall become fully vested and exercisable. (ii) Further, in the termination event that the Option is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Option will nonetheless become vested and exercisable if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting shall occur as of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the PlanTermination Date), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In Except to the extent earlier forfeited or vested pursuant to this Section 4 or in the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant on the second anniversary of the Grant Date. (b) If the Holder’s employment by the Company terminates by reason of the Holder’s death or disability, the Award shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant become fully vested as of the applicable record date. Dividend equivalents date of the Holder’s termination of employment. (c) If the Holder’s employment by the Company is terminated by reason of a Qualifying Retirement as defined by the PulteGroup, Inc. Retirement Policy, the Holder shall be subject required to execute a Release, Non-Competition, Non-Solicitation and Confidentiality Agreement in a form satisfactory to the same terms Company and conditions as the Award Sharesshall become vested pursuant to the Treatment of Equity and Long-Term Incentive Awards Upon a Qualifying Retirement provisions of the Retirement Policy as of the date on which the Holder’s release becomes irrevocable. If the Holder does not execute a release or timely revokes such release, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting portion of the Award (which is not vested as of the date of the Holder’s retirement shall not vest and any dividend equivalents) shall be prohibited forfeited by the Holder and transferred, without payment of any consideration to the extent that it would violate applicable law or Holder, to the extent Company (or its assignee or nominee). (d) If the Holder’s employment by the Company is terminated by the Company for Cause, or for any reason other than a reason specified in Section 4(b) or 4(c) hereof, the portion of the Award which is a Performance Share Award. Further notwithstanding not vested as of the foregoing, nothing in this Award Agreement date of the Holder’s termination of employment shall be interpreted forfeited by the Holder and shall be transferred, without payment of any consideration to require the Holder, to the Company (or its assignee or nominee). (a) As used herein, “Cause” shall mean a determination by the Company that the Holder has (i) willfully and continuously failed to grant dividends substantially perform the duties assigned by the Company or dividend equivalents on a Subsidiary with which the Holder is employed (other than a failure resulting from the Holder’s disability), (ii) willfully engaged in conduct which is demonstrably injurious to the Company or any Shares Subsidiary, monetarily or Award Sharesotherwise, including conduct that, in the reasonable judgment of the Company, does not conform to the standard of the Company’s executives or employees, or (iii) engaged in any act of dishonesty, the commission of a felony or a significant violation of any statutory or common law duty of loyalty to the Company or any Subsidiary.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal Except to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due extent earlier forfeited or vested pursuant to death, Disability or an Approved Retirement (as defined in this Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan)4, the Award shall vest in full. The Participant on the third anniversary of the Grant Date. (b) If the Holder’s employment by the Company terminates by reason of the Holder’s death or disability, the Award shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant become fully vested as of the applicable record date. Dividend equivalents date of the Holder’s termination of employment. (c) If the Holder’s employment by the Company is terminated by reason of retirement with the consent of the Company, the Holder shall be subject required to the same execute a release agreement having such terms and conditions provisions as the Award Shares, Company may require and shall vest (or, if applicable, be forfeited) at the same time as the Award Sharesshall become fully vested as of the date on which the Holder’s release becomes irrevocable. Notwithstanding If the foregoingHolder does not execute a release or timely revokes such release, vesting the portion of the Award (which is not vested as of the date of the Holder’s retirement shall not vest and any dividend equivalents) shall be prohibited forfeited by the Holder and transferred, without payment of any consideration to the extent that it would violate applicable law or Holder, to the extent Company (or its assignee or nominee). (d) If the Holder’s employment by the Company is terminated by the Company for Cause, or for any reason other than a reason specified in Section 4(b) or 4(c) hereof, the portion of the Award which is a Performance Share Award. Further notwithstanding not vested as of the foregoing, nothing in this Award Agreement date of the Holder’s termination of employment shall be interpreted forfeited by the Holder and shall be transferred, without payment of any consideration to require the Holder, to the Company (or its assignee or nominee). (e) As used herein, “Cause” shall mean a determination by the Company that the Holder has (i) willfully and continuously failed to grant dividends substantially perform the duties assigned by the Company or dividend equivalents on a Subsidiary with which the Holder is employed (other than a failure resulting from the Holder’s disability), (ii) willfully engaged in conduct which is demonstrably injurious to the Company or any Shares Subsidiary, monetarily or Award Sharesotherwise, including conduct that, in the reasonable judgment of the Company, does not conform to the standard of the Company’s executives or employees, or (iii) engaged in any act of dishonesty, the commission of a felony or a significant violation of any statutory or common law duty of loyalty to the Company or any Subsidiary.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that The Units will vest, if at all, in accordance with Schedule A, attached hereto and made a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion part of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; andthis Agreement. (b) In the event a member of Recipient's employment with the Premier Group Corporation (or a successorSubsidiary or Affiliate thereof) terminates is terminated prior to the Participant’s employment Without Cause or end of the Participant terminates his employment for Good Reason three year measurement period set forth in Schedule A (the "Measurement Period") due to the Recipient's death, Disability (as defined in Section 14 belowsection 409A(a)(2)(C) within of the twelve month period commencing upon Internal Revenue Code of 1986, as amended, (the "Code")), Retirement or termination not for Cause (each an "Early Termination") the Award will vest, if at all, on a Change in Control prorata basis and will be paid to the Employee (as defined or, in the Plan)event of the Employee's death, the Award shall vest Employee's designated beneficiary for purposes of the Award, or in fullthe absence of an effective beneficiary designation, the Employee's estate). The Participant shall prorata basis will be credited with an amount in cash (without interest) equal to a percentage where the dividends denominator is 36 and the Participant would have received if the Participant had been the owner of a number of Shares equal to numerator is the number of Award Shares; providedmonths from January 1, however2003 through the month of Early Termination, that no amount shall inclusive. This prorata basis will be credited with respect to Shares that have been delivered paid to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) Recipient at the same time as payments are made to then current employees who have been granted Units under the 2003 Unit Plan, subject to Section 2(f) of this Agreement. (c) In the event Recipient's employment with the Corporation (or any Subsidiary or Affiliate thereof) is terminated for Cause, or if the Recipient terminates his/her employment with the Corporation (or any Subsidiary or Affiliate thereof), each occurring prior to the payment contemplated by this Agreement, the Award Shares. Notwithstanding shall be forfeited in its entirety. (d) If prior to the foregoingpayment contemplated by this Agreement, vesting the Recipient becomes an employee of a Subsidiary that is not wholly owned, directly or indirectly, by the Corporation, or if the Recipient begins a leave of absence without reinstatement rights, then in each case the Award shall be forfeited in its entirety. (e) In the event of a Change in Control of the Corporation prior to the complete distribution of the Award, the Award (and any dividend equivalents) will be paid within 60 days of the date of the Change in Control. In such event, the Vesting Date shall be prohibited to the extent that it would violate applicable law or to date of the extent the Award Change in Control. The term "Change in Control" is a Performance Share Award. Further notwithstanding the foregoing, nothing defined for purposes of this Agreement in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesSection 6.

Vesting. This Award 3.1 Except as otherwise provided in this Section 3, the Restricted Stock subject to this grant shall vest in full become unrestricted and vested on [to be provided] of the Vesting Grant Date set forth above specified above, provided the Participant is continuously then employed by a member the Company and/or one of the Premier Group. Notwithstanding the foregoing:its Subsidiaries or Affiliates. (a) In the event that a Participant terminates employment due to being a Good Leaver (3.2 Except as defined below)otherwise provided in this Section 3, the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of if the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) Company and/or its Subsidiaries or Affiliates terminates for any reason prior to a Change in Control; and (b) In the event a member vesting of the Premier Group Restricted Stock awarded under this Agreement, such unvested Restricted Stock shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or a successorother legal representative) terminates shall forfeit any rights or interests in and with respect to any such shares of Restricted Stock. 3.3 If the Participant’s employment Without Cause with the Company and/or its Subsidiaries or the Participant Affiliates terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal due to the dividends Participant’s Disability the Participant would have received Restricted Stock shall continue to vest on a regular schedule during the period of Disability regardless of a termination event. For purposes of this Agreement, “Disability,” if the Participant had been is a party to an employment agreement, shall have the owner of same meaning as in such employment agreement, otherwise, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a number of Shares equal doctor selected in good faith by the Company or the relevant Subsidiary or Affiliate. 3.4 If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the number of Award Shares; providedParticipant’s death, however, that no amount the Restricted Stock shall be credited with respect to Shares that have been delivered to the Participant become vested as of the applicable record date. Dividend equivalents date of any such termination. 3.5 If the Participant’s employment is terminated by the Company and/or its Subsidiaries or Affiliates at a time when such Participant is entitled to a severance payment over a period specified in such Participant’s employment agreement (if any) (the “Severance Period”) all Restricted Stock which would have vested had the Participant continued his or her employment during the Severance Period shall become immediately vested. 3.6 If the Participant's employer ceases to be an Affiliate or Subsidiary of the Company, that event shall be subject deemed to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting constitute a termination of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesemployment under Section 3.2 above.

Vesting. This RSU Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoingvest, as follows: (a) In On , 2016 (the event that a Participant terminates employment due to being a Good Leaver (as defined below“Vesting Date”), this RSU Award shall vest in full, provided that the Participant shall immediately vest in remains continuously employed by the Company or a portion Subsidiary beginning on the Date of Grant and ending on the Vesting Date. Except as otherwise provided by Section 2(b), 2(c) or 3 hereof, if the employment of the Award equal Participant by the Company or any Subsidiary terminates prior to the number Vesting Date, this RSU Award shall be immediately forfeited in its entirety. The period beginning on the Date of Award Shares granted times a fraction, Grant and ending on the numerator of which is Vesting Date shall be referred to herein as the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of Restriction Period.” (b) Upon (i) terminating the Termination of the Participant’s employment with the Premier Group due to deathwithout Cause, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the death or Disability of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Premier Group Without Cause Company or any Subsidiary, a portion of the RSU Award shall vest, which portion shall equal the number of Restricted Stock Units covered by this Agreement multiplied by a fraction, the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and the denominator of which shall be the total number of days in the Restriction Period. The remaining portion of this RSU Award shall immediately be forfeited. (c) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as defined determined by the Committee in Section 14 below) its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall vest. Any such action by the Committee must be made in writing prior to a Change in Control; and (b) In the event a member effective date of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or retirement. Any Restricted Stock Units associated with this RSU Award as to which the Participant terminates his employment for Good Reason (as defined in vesting requirement of this Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant 2 has been satisfied shall be credited payable in accordance with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesSection 5 hereof.

Vesting. This Award The Issued Shares shall initially be unvested and ------- subject to cancellation in accordance with the provisions of Paragraph C.2 hereof. The following vesting schedule shall be in effect for the Issued Shares: One third (33.3%) of the Issued Shares shall vest in full on three (3) successive equal annual installments upon Participant's completion of each year of Service over a three-year period measured from the Vesting Date set forth above provided date of this Agreement; provided, however, that any unvested shares shall automatically vest upon the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoingoccurrence of: (ai) In the event that a Participant terminates employment due to being a Good Leaver Participant's normal retirement (as defined belowage 65) or approved early retirement (age 55 plus 5 years Service), or (ii) the Participant's termination of Service by reason of death or Permanent Disability. Upon vesting, the Participant shall immediately vest in acquire a portion fully-vested interest in, and the transfer restrictions of Paragraph B hereof and the cancellation provisions of Paragraph C.2 hereof shall terminate with respect to, the vested Issued Shares. For purposes of the Award equal vesting provisions of this Paragraph C.1, Service shall mean the Participant's performance of services for the Corporation (or any Parent or Subsidiary) in the capacity of an Employee or a non-employee member of the board of directors of any Subsidiary. Participant shall be deemed to cease such Service immediately upon the number occurrence of Award Shares granted times a fraction, either of the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of following events: (i) terminating employment with Participant no longer performs services in any of the Premier Group due to death, Disability foregoing capacities for the Corporation (or an Approved Retirement (as defined in Section 14 belowany Parent or Subsidiary) or (ii) the termination entity for which Participant performs such services ceases to remain a Parent or Subsidiary of the Participant’s employment with Corporation, even though Participant may subsequently continue to perform services for that entity. Service shall not be deemed to cease during a period of military leave, sick leave or other personal leave approved by the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award SharesCorporation; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited except to the extent that it would violate applicable otherwise required by law or to expressly authorized by the extent Plan Administrator or the Award is a Performance Share Award. Further notwithstanding the foregoingCorporation's written leave of absence policy, nothing in this Award Agreement no Service credit shall be interpreted to require given for vesting purposes for any period the Company to grant dividends or dividend equivalents Participant is on any Shares or Award Sharesa leave of absence.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoingvest, as follows: (a) In On the event that a Participant terminates employment due to being a Good Leaver earlier of (as defined belowi) the first anniversary of the Date of Grant, or (ii) the date of the Company’s annual meeting of stockholders immediately following the Date of Grant (the “Vesting Date”), the Participant this Award shall immediately vest in full, provided that the Director remains continuously as a member of the Board beginning on the Date of Grant and ending on the Vesting Date. Except as otherwise provided by Section 2(b) or 3 hereof, if the Director ceases to serve as a member of the Board prior to the Vesting Date, this Award shall be immediately forfeited in its entirety. The vesting period described in this Section 2(a) shall be referred to herein as the “Restriction Period.” (b) Upon the Termination without Cause, Disability or death of the Director, during the Restriction Period and, with respect to Disability or death, prior to any termination of the Director’s service as a director of the Company, a portion of the Award shall vest, which portion shall equal to the number of Award Shares granted times Restricted Stock Units covered by this Agreement multiplied by a fraction, the numerator of which is shall be the number of days in the Restriction Period during which the Director continuously served as a director of active service elapsed since the Grant Date Company, and the denominator of which is 1,095. A Participant is a “Good Leaver” on account shall be the total number of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined days in the Plan), the Award shall vest in fullRestriction Period. The Participant portion of this Award not vested as described above shall immediately be forfeited. Subject to the provisions of Section 17 hereof, any Restricted Stock Units associated with this Award as to which the vesting requirement of this Section 2 has been satisfied shall be credited payable in accordance with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesSection 5 hereof.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In Participant's interest in the event that Stock awarded under paragraph 1 shall become vested and nonforfeitable in accordance with the Vesting Schedule in the Notice of Award so long as Participant maintains continuous status as an Employee of the Company or a Participant terminates employment due to being a Good Leaver (as defined below)Subsidiary. Upon vesting, the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fractionCompany shall, the numerator of which is the number of within thirty (30) days of active service elapsed since such vesting, deliver to Participant the Grant Date and certificates evidencing the denominator nonforfeitable shares, provided the withholding requirements of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; andparagraph 4 have been satisfied. (b) In If Participant ceases to maintain continuous status as an Employee of the Company or any of its Subsidiaries for any reason other than death or disability (as described in subparagraph (c)), all shares of Stock to the extent not yet vested under subparagraph (a) on the date Participant ceases to be a full-time employee shall be forfeited by Participant without payment of any consideration to Participant therefor. Any shares of Stock so forfeited shall be canceled and returned to the status of authorized but unissued shares, to be held for future distributions by the Company's 2002 Plan. (c) If Participant dies or in the event of termination of Participant's continuous status as an Employee as a member result of disability (as determined by the Board in accordance with the policies of the Premier Group (Company) while a full-time employee of the Company or any of its Subsidiaries, Participant's interest in all shares of Stock awarded hereunder shall become fully vested and nonforfeitable as of the date of death or termination of employment on account of such disability. Unless changed by the Board, "disability" means that Participant ceases to be an employee on account of permanent and total disability as a successor) terminates result of which the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to eligible for payments under the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesCompany's long term disability policy.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In The PSUs are subject to forfeiture until they vest. Except as otherwise provided herein, the event that a Participant terminates employment due to being a Good Leaver (as defined belowPSUs will vest and become nonforfeitable on the date the Committee certifies the achievement of the Performance Goals in accordance with paragraph 3(b), subject to the Participant achievement of the minimum threshold Performance Goals for payout set forth in Exhibit A attached hereto. The number of PSUs that vest and become payable under this Agreement shall immediately be determined by the Committee based on the level of achievement of the Performance Goals set forth in Exhibit A. (b) Except as otherwise expressly provided in this paragraph 4, if the Grantee’s Termination of Service occurs for any reason prior to the end of the Performance Period, the Grantee shall forfeit all PSUs granted with respect to the Performance Period and neither the Company nor any Related Corporation shall have any further obligations to the Grantee under this Agreement. (c) If the Grantee’s Termination of Service occurs as a result of the Grantee’s death or disability, or termination by the Company or a Related Corporation without Cause (or, if the Grantee’s employment agreement so provides, the voluntary termination by the Grantee for Good Reason) prior to the end of the Performance Period, the Grantee will vest on such date in a pro rata portion of the Award equal to calculated by multiplying (x) the number lesser of (i) the estimated expected performance multiplier in respect of the Award Shares granted times as reflected in the most recently filed consolidated financial statements of the Company as of the date of the Termination of Service (ii) Target Award by (y) a fraction, the numerator of which is equals the number of days of active service elapsed since that the Grant Date Grantee was employed during the Performance Period and the denominator of which is 1,095. A Participant is equals the total number of days in the Performance Period. (d) Upon the occurrence of a “Good Leaver” on account of (i) terminating employment with Change in Control during the Premier Group due to deathPerformance Period, Disability or if the Committee makes a good faith determination that an Approved Retirement Alternative Award (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with Plan) has not been granted by the Premier Group Without Cause (acquirer, the Performance Period shall end and the Grantee shall be deemed to have earned a pro rata portion of the Target Award calculated by multiplying the Target Award by a fraction, the numerator of which equals the number of days that have elapsed during the Performance Period as defined in Section 14 below) prior to a of the date of the Change in Control; andControl and the denominator of which equals the total number of days in the Performance Period. (bf) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon Upon a Change in Control (as defined in during the Plan)Performance Period, if the Committee makes a good faith determination that an Alternative Award has been granted by the acquirer, the Alternative Award shall continue to vest in full. The Participant shall be credited accordance with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesparagraph 4.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In Subject to the event that a Participant terminates employment due to being a Good Leaver (as defined below)Participant’s continued Employment through the applicable vesting date, the Participant Option shall immediately vest in and become exercisable at the time(s) set forth on the signature page hereto; provided, however, that vesting of all or a portion of the Award equal Shares subject to the Option may be accelerated pursuant to Sections 3(c) and (d). The Committee shall have authority to determine if and to the extent that the Option shall have become vested in whole or in part. (b) If the Participant’s Employment with the Company is terminated prior to the applicable vesting date for any reason other than a Qualifying Termination, Retirement or a termination for Cause, the vested portion, if any, of the Option shall remain exercisable for the period set forth in Section 4(a), and the unvested portion of the Option shall immediately terminate. If the Participant’s Employment with the Company is terminated due to Retirement, the vested portion, if any, of the Option shall remain exercisable for the period set forth in Section 4(a), and the unvested portion shall continue to vest as if the Participant remained employed. If the Participant’s Employment with the Company is terminated for Cause, both the vested and unvested portions of the Option shall immediately terminate. (c) Notwithstanding Sections 3(a) and (b) herein, if the Participant’s Employment with the Company is terminated prior to the applicable vesting date due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Option, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(c), shall be deemed vested and exercisable. The pro-rata portion of the unvested Shares that shall be deemed vested and exercisable shall be determined by multiplying the total number of Award the unvested Shares granted times subject to vesting on the applicable vesting date by a fraction, the numerator of which is the number of calendar days from the Date of active service elapsed since Grant through the Grant Date date of the Qualifying Termination, and the denominator of which is 1,095the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. A Participant is The remaining unvested Shares subject to the Option shall be forfeited as of the date of the Qualifying Termination. Following a Qualifying Termination, the use of the term “Good LeaverShares subject to the Option” on account shall only include the vested portion of the Shares as determined pursuant to the provisions of this Section 3. (d) Notwithstanding the foregoing, in the event of a Change in Control prior to the applicable vesting date, the following shall apply: (i) terminating employment To the extent that the successor or surviving company in the Change in Control event does not assume or substitute for the Option (or in which the Company is the ultimate parent corporation and does not continue the Option) on substantially similar terms or with the Premier Group due to death, Disability or an Approved Retirement substantially equivalent economic benefits (as defined determined by the Committee) as Awards outstanding under the Plan immediately prior to the Change in Section 14 below) or Control event, the Option shall be deemed fully vested and exercisable. (ii) Further, in the termination event that the Option is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Option will nonetheless become fully vested and exercisable as of the Participant’s employment termination date if the Participant’s Employment is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason during the Premier Group Without Cause (as defined in Section 14 below) prior to a six month period following the effective date of the Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In Except as provided in subparagraph (b) below, in order to become vested in the event that a Target Units, the Participant terminates employment due must continue to being a Good Leaver be employed by, or providing service to the Employer (as defined in the Plan) from the Award Date through the Redemption Date (as defined below); provided, however, that the number of Target Units that shall become vested shall be determined based on satisfaction of the Performance Goals. No vesting of the Target Units shall occur until the Committee has certified the level of achievement of the Performance Goals, which certification shall occur as soon as administratively practicable after the end of the applicable performance period, but not later than sixty (60) days following the end of the applicable performance period (the “Certification Date”). Any portion of the Target Units that do not become vested because of the failure to fully satisfy the Performance Goals shall be forfeited as of the Certification Date and the Participant shall immediately vest in a have no rights with respect to redemption of the portion of the Award equal Target Units that have become forfeited. (b) Except as provided in subparagraphs (c) and (d) below, if at any time prior to the number of Award Shares granted times a fraction, Redemption Date the numerator of which is the number of days of active Participant’s employment or service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to Employer terminates for any reason other than death, Disability or an Approved Retirement (as defined in Section 14 belowthe Plan) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control Retirement (as defined in the Plan), all of the Target Units subject to this Award Agreement will be immediately forfeited and the Participant shall vest have no rights with respect to the redemption of any portion of the Target Units. (i) Notwithstanding any provision to the contrary herein, if the Participant’s employment or service with the Company is terminated on account of the Participant’s Retirement and the Committee makes the determination described in full. The clause (ii) of this subparagraph (c), then the Participant shall continue to be eligible to earn the Target Units, subject to and based on the level of achievement of the Performance Goals as certified by the Committee, and shall be eligible to receive payment of the Target Units as set forth herein; provided, that the portion of the Participant’s Target Units that the Participant shall be credited eligible to receive shall be determined based on the Participant’s age and term of employment with an amount in cash (without interest) equal or service to the dividends Company or an Affiliate of the Company, as set forth in the following clauses (1) — (6): (1) In the event the Participant’s Retirement occurs after the Participant would have received has attained age 55 or 56, with at least 10 years of employment or service for the Company or an Affiliate, the participant shall remain eligible to receive any Target Units as to which the applicable Redemption Date had already occurred at the date of Retirement or will occur prior to or on the first anniversary of the date of Retirement. (2) In the event the Participant’s Retirement occurs after the Participant has attained age 57 or 58, with at least 8 years of employment or service for the Company or an Affiliate, the participant shall remain eligible to receive any Target Units as to which the applicable Redemption Date had already occurred at the date of Retirement or will occur prior to or on the second anniversary of the date of Retirement. (3) In the event the Participant’s Retirement occurs after the Participant has attained age 59 or 60, with at least 6 years of employment or service for the Company or an Affiliate, the participant shall remain eligible to receive any Target Units as to which the applicable Redemption Date had already occurred at the date of Retirement or will occur prior to or on the third anniversary of the date of Retirement. (4) In the event the Participant’s Retirement occurs after the Participant has attained age 61 or 62, with at least 4 years of employment or service for the Company or an Affiliate, the participant shall remain eligible to receive any Target Units as to which the applicable Redemption Date had already occurred at the date of Retirement or will occur prior to or on the third anniversary of the date of Retirement. (5) In the event the Participant’s Retirement occurs after the Participant has attained age 63 or 64, with at least 2 years of employment or service for the Company or an Affiliate, the participant shall remain eligible to receive any Target Units as to which the applicable Redemption Date had already occurred at the date of Retirement or will occur prior to or on the third anniversary of the date of Retirement. (6) In the event the Participant’s Retirement occurs after the Participant has attained age 65 or older, the participant shall remain eligible to receive any Target Units as to which the applicable Redemption Date had already occurred at the date of Retirement or will occur prior to or on the third anniversary of the date of Retirement. (ii) In order for the Participant to continue to remain eligible to earn the Target Units following the Participant’s termination of employment or service on account of Retirement as set forth in this subparagraph (c), the Committee must make a determination, evidenced by an affirmative action on the part of the Committee, that such termination of employment or service constitutes termination of employment or other active for-profit service that is undertaken in good faith by the Participant, meaning, among other factors that may be taken into account in the sole discretion of the Committee, that the termination of employment or service is determined by the Committee, in its sole discretion, (i) not to be materially detrimental to the business interests of the Company, (ii) not to result in a violation of any obligations of the Participant to the Company, and (iii) to be motivated by the Participant’s intention, following such termination, to cease working on a full-time basis, for the Company or any other employer, or to provide services, whether on a consulting, independent contractor, employee or other basis to any entity engaged in the business of owning, operating or developing commercial real estate. Absent such an affirmative action on the part of the Committee, the Participant shall not remain eligible to earn the Target Units referred to in this subparagraph (c) and the Target Units will be immediately forfeited. (d) Notwithstanding any provision to the contrary herein, if the Participant had been Participant’s employment or service with the owner Company is terminated on account of a number of Shares equal to the number of Award Shares; providedParticipant’s death, howeveror Disability, that no amount shall be credited with respect to Shares that have been delivered to the Participant as shall continue to be eligible to earn the Target Units based on the level of achievement of the applicable record date. Dividend equivalents shall be subject to Performance Goals as certified by the same terms and conditions as the Award SharesCommittee, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting receive payment of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesTarget Units as set forth herein.

Vesting. This Award shall (a) The PSUs are subject to forfeiture until they vest. Except as otherwise provided herein, the PSUs will vest in full and become nonforfeitable on the Vesting Date date the Committee certifies the achievement of the Performance Goals in accordance with paragraph 3(b), subject to the achievement of the minimum threshold Performance Goals for payout set forth above provided in Exhibit A attached hereto. The number of PSUs that vest and become payable under this Agreement shall be determined by the Participant is continuously employed by a member Committee based on the level of achievement of the Premier GroupPerformance Goals set forth in Exhibit A. (b) Except as otherwise expressly provided in this Agreement, if the Grantee’s Termination of Service occurs for any reason prior to the end of the Performance Period, the Grantee shall forfeit all PSUs granted with respect to the Performance Period and neither the Company nor any Related Corporation shall have any further obligations to the Grantee under this Agreement. Notwithstanding the foregoing: (a) In , if the event that Grantee’s Termination of Service occurs as a Participant terminates employment due result of the Grantee’s death, disability, or termination by the Company or a Related Corporation without Cause prior to being a Good Leaver (as defined below)the end of the Performance Period, the Participant shall immediately Grantee will vest on such date in a pro rata portion of the Target Award equal to calculated by multiplying the number of Target Award Shares granted times by a fraction, the numerator of which is equals the number of days of active service elapsed since that the Grant Date Grantee was employed during the Performance Period and the denominator of which is 1,095. A Participant is a “Good Leaver” on account equals the total number of days in the Performance Period. (ic) terminating employment with the Premier Group due Subject to death, Disability or an Approved Retirement (as defined in Subsection 13(d) and Section 14 below) or (ii) the termination of the Participant’s employment with Plan, upon the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member occurrence of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in during the Plan)Performance Period, the Award Performance Period shall vest in full. The Participant end and the Grantee shall be credited with deemed to have earned an amount in cash (without interest) award equal to a pro-rata portion of the dividends Grantee’s target award opportunity for the Participant would have received if Performance Period based on the Participant had portion of the Performance Period which has been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant completed as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting date of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing Change in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesControl.

Vesting. This Award (a) The Restricted Shares shall vest as follows: (b) Notwithstanding the foregoing, the Restricted Shares shall vest as follows: (i) all Restricted Shares shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member event of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion death or Disability of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in ControlKey Employee; and (bii) In all Restricted Shares shall vest if the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control Key Employee shall incur an Involuntary Termination (as defined in the Plan)) during the one year period commencing with the occurrence of a Change in Control. (c) As soon as reasonably practicable after the vesting of all or any portion of the Restricted Shares, the Award Trust shall vest notify Key Employee or the Key Employee's legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Restricted Shares (“Tax Notice”). Key Employee or Key Employee's legal representative, as applicable, shall tender to the Trust the amount specified in the Tax Notice within five (5) business days after the date of the Tax Notice, or such longer period of time as the Trust may designate. The Trust shall not be required to remove the restrictions on such Shares until such time as the Key Employee or the Key Employee's legal representative, as applicable, shall have paid such tax withholding amount in full. The Participant shall be credited with an amount in cash Trust, at its sole discretion and on such terms and conditions determined by the Trust from time to time, may permit the Key Employee or the Key Employee's legal representative to satisfy the Trust's minimum statutory tax withholding obligations as determined by the Trust's accounting department through (without interesti) equal the sale of all or a portion of such Shares resulting from this Agreement through the employer's broker or (ii) by returning to the dividends the Participant would have received if the Participant had been the owner of Trust a number of Shares having a fair market value equal to the number minimum statutory tax withholding amount due. Shares cannot be returned to the Trust and withheld to satisfy more than the required minimum statutory tax withholding amounts. In the event Key Employee or Key Employee's legal representative, as applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Trust may, in its sole discretion, satisfy such tax and withholding obligations by: (i) returning to the Trust all or a portion of Award Sharesthe Shares issued under this Agreement; providedor (ii) withholding the required amounts from other amounts due the Key Employee or Key Employee's legal representative, howeveras applicable. The Trust is authorized to pay over to the appropriate authority, that no amount all federal, state, county, city or other taxes as shall be credited with respect required pursuant to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends governmental regulation or dividend equivalents on any Shares or Award Sharesruling.

Vesting. This Award The shares shall vest in full on the Vesting Date as set forth above in the Notice of Grant; provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to deathshares shall vest immediately upon the death or Disability of the Participant while employed by the Company or any Affiliate, Disability or an Approved Retirement (as defined in Section 14 below) or and (ii) in the termination event of the Participant’s employment with the Premier Group Without Cause Retirement then (as defined in Section 14 belowA) any service-based vesting requirement shall be deemed fully satisfied if such Restricted Stock Award was made at least one full year prior to a Change in Control; and such termination of employment and (bB) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or performance vesting goals are established in respect of the shares, any shares as to which the restrictions on transferability shall not already have lapsed shall vest at the end of the performance period to the extent the Award is performance vesting goals are satisfied; provided, to the extent (1) such performance vesting goals are not satisfied at the end of the performance period, or (2) the Committee determines before the end of the performance period such performance vesting goals will not be attained, such shares will be forfeited. For the purposes of this Paragraph D, “Disability” means a Performance Share Awardphysical or mental condition that qualifies the Grantee for long-term disability benefits under a long-term disability plan maintained by the Company or an Affiliate employing the Grantee. Further notwithstanding For the foregoingpurposes of this Paragraph D, nothing “Retirement” means voluntary termination of employment with the Company and all Affiliates after (i) attaining age 65, (ii) qualifying for Rule of 80 retirement (combined age and years of service totaling 80), or (iii) attaining age 55 and completing 10 Years of Service. For purposes of this Paragraph D, “Years of Service” means a Participant’s complete 12-month periods of continuous employment (excluding any periods in which the Participant incurs a break in service) with the Company and its Affiliates. A Participant’s Years of Service shall include employment by a predecessor employer whose stock or substantially all of whose assets are acquired by the Company, as determined by the Committee or its designee. Upon vesting, as described above in this Award Agreement Paragraph D, and within thirty (30) days thereafter, the shares shall be interpreted released (paid) to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesParticipant free of the restrictions described in this Agreement.

Vesting. This Award Except as hereinafter provided, upon the occurrence of a Change in Control, all outstanding unvested Options shall vest become immediately and fully exercisable, and shall remain exercisable as otherwise provided in full on this Agreement. However, notwithstanding the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below)forgoing sentence, the Participant vesting of an outstanding unvested Option shall immediately vest in a portion of the Award equal not so accelerate if and to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of extent: (i) terminating employment such Option is, in connection with the Premier Group due to death, Disability or an Approved Retirement a Corporate Transaction (as defined in Section 14 below2.6(c) of the Plan and excluding Corporate Transactions which do not constitute a Change in Control), either to be assumed by the successor corporation (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital stock of the successor corporation (or parent thereof), (ii) such Option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested Option shares at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same vesting schedule applicable to such Option, or (iii) the acceleration of such Option is subject to other limitations imposed by the Committee at the time of the Option grant. The determination of option comparability under clause (i) above shall be made by the Committee as constituted prior to the Change in Control, and its determination shall be final, binding and conclusive. If the successor company (or parent thereof) assumes the outstanding Option in connection with a Corporate Transaction, and at the time of or within following such Corporate Transaction: (i) the Optionee is offered a Lesser Position (as hereinafter defined) in replacement of the position held by him immediately prior to the Corporate Transaction; or (ii) the termination Optionee’s service terminates by reason of an Involuntary Termination (as hereinafter defined), then, effective as of the Participant’s employment with date on which such Lesser Position is offered to the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In Optionee or the event a member effective date of such Involuntary Termination, respectively, the vesting of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined Option shall automatically accelerate in Section 14 below) within the twelve month period commencing upon a Change part so that, in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal addition to the number of Award Shares; providedvested shares of Common Stock for which the Option is exercisable at such time, however, that no amount the Option shall be credited become exercisable with respect to Shares that have been delivered to , but not exceeding the Participant as unvested portion of the applicable record datesuch Option grant. Dividend equivalents shall be subject to the same terms and conditions as the Award SharesFollowing such acceleration, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is Optionee continues in service, the vesting schedule for the Option shall continue under the original vesting plan, except for the . In the event that both the offer of a Performance Share AwardLesser Position and a subsequent Involuntary Termination of an Optionee’s Service occur within following a Corporate Transaction, then acceleration shall occur only in connection with the offer of such Lesser Position and no additional acceleration shall occur in connection with such subsequent Involuntary Termination. Further notwithstanding Following an Involuntary Termination that occurs within following a Corporate Transaction, the foregoing, nothing in this Award Agreement Option shall be interpreted to require remain exercisable for any or all of the Company to grant dividends vested Shares until the earlier of: (i) the expiration of the Exercise Term; or dividend equivalents on any Shares or Award Shares(ii) the expiration of the period measured from the effective date of the Involuntary Termination.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that The Units will vest, if at all, in accordance with Schedule A, attached hereto and made a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion part of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; andthis Agreement. (b) In the event a member of Employee's employment with the Premier Group Corporation (or a successorSubsidiary or Affiliate thereof) is terminated prior to the end of the three year measurement period set forth in Schedule A (the "Measurement Period") due to the Employee's death, Disability, Retirement or termination not for Cause (each an "Early Termination") the Award will vest, if at all, on a pro-rata basis and will be paid to the Employee (or, in the event of the Employee's death, the Employee's designated beneficiary for purposes of the Award, or in the absence of an effective beneficiary designation, the Employee's estate). The pro-rata basis will be a percentage where the denominator is 36 and the numerator is the number of months from January 1, 2004 through the month of Early Termination, inclusive. This pro-rata Award will be paid to the Employee at or around the same time as payments are made to then current employees who have been granted Units under the 2004 Unit Plan. (c) In the event Employee's employment with the Corporation (or any Subsidiary or Affiliate thereof) is terminated for Cause, or if the Employee terminates his/her employment with the Participant’s employment Without Cause Corporation (or any Subsidiary or Affiliate thereof), each occurring prior to the Participant terminates his employment for Good Reason payment contemplated by this Agreement, the Award shall be forfeited in its entirety. (as defined d) If prior to the payment contemplated by this Agreement, the Employee becomes an employee of a Subsidiary that is not wholly owned, directly or indirectly, by the Corporation, or if the Employee begins a leave of absence without reinstatement rights, then in Section 14 beloweach case the Award shall be forfeited in its entirety. (e) within In the twelve month period commencing upon event of a Change in Control (as defined or Potential Change in Control of the Plan)Corporation, the Award shall vest in full. The Participant shall accordance with the 2003 Employee Stock Incentive Plan, as may be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; providedamended, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.its successor

Vesting. This Award (a) Participant’s interest in the Stock awarded under paragraph 1 (including applicable stock dividends and stock splits) shall vest become vested and nonforfeitable in full accordance with the following schedule so long as Participant remains a bona fide employee of the Company (or its Subsidiaries). Upon vesting, the Company or its designated representative shall deliver to Participant the certificates evidencing the nonforfeitable shares, provided the withholding requirements of paragraph 5 have been satisfied. (1) On , % of the number of shares of Stock awarded hereunder shall become fully vested and nonforfeitable. (2) On , an additional % of the number of shares of Stock awarded hereunder shall become fully vested and nonforfeitable. (3) On , an additional % of the number of shares of Stock awarded hereunder shall become fully vested and nonforfeitable. (4) On , the balance of the shares of Stock awarded hereunder shall become fully vested and nonforfeitable. In addition, upon attainment of retirement age while Participant is a bona fide employee of the Company (or its Subsidiaries), the shares of Stock awarded hereunder shall become fully vested and nonforfeitable. Retirement age means age sixty (60) with ten (10) years of service, or age sixty-two (62) with five (5) years of service, with the Company or any of its Subsidiaries. (b) If Participant ceases to be a bona fide employee of the Company or any of its Subsidiaries for any reason other than death or disability (within the meaning of subparagraph (c)), all shares of Stock to the extent not yet vested under subparagraph (a) on the Vesting Date set forth above provided date Participant ceases to be an employee shall be forfeited by Participant without payment of any consideration to Participant therefor. Any shares of Stock so forfeited shall be canceled and returned to the Participant is continuously employed by a member status of the Premier Groupauthorized but unissued shares. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of if the Participant’s employment with is terminated under the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member provisions of the Premier Group (or a successor) terminates the Company’s Separation Pay Plan, Participant’s employment Without Cause or interest in all shares of Stock awarded hereunder shall become fully vested and nonforfeitable as of the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan)date of termination, the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount this sentence shall be credited with respect to Shares that have been delivered not apply if the Award Date is less than six (6) months prior to the date of such termination of employment. (c) If Participant’s employment terminates by reason of death, or Participant becomes entitled to long-term disability benefits under the Union Bank of California Long Term Disability Plan while in the employ of the Company or any of its Subsidiaries, Participant’s interest in all shares of Stock awarded hereunder shall become fully vested and nonforfeitable as of the applicable record date. Dividend equivalents shall be subject to date of death or long-term disability. (d) If Participant is on a leave of absence from the same terms and conditions Company or a Subsidiary because of disability, or for the purpose of serving the government of the country in which the principal place of employment of Participant is located, either in a military or civilian capacity, or for such other purpose or reason as the Award SharesCommittee may approve, and Participant shall vest (ornot be deemed during the period of such absence, if applicableby virtue of such absence alone, be forfeited) at to have terminated employment with the same time Company or a Subsidiary except as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesCommittee may otherwise expressly provide.

Vesting. This Award shall vest in full on Grossly exceeding the Vesting Date set forth above provided the Participant is continuously employed by a member "Company Annual Revenue" or "Stock Price" targets as of any of the Premier Group. Notwithstanding annual target measurement dates, as detailed in the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion above Vesting Schedule will not cause an acceleration of the Award equal vesting of these shares. The market price of the Company's shares shall not be a cause for default of payment of this Note by the Maker. All payments shall be made to Payee at address below or at such other place as the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095Payee may from time to time designate. A Participant is a “Good Leaver” Any payments on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant principal and interest shall be credited with an amount applied first to interest as aforesaid and the remainder thereof shall be applied to principal. Maker shall have the privilege of paying the principal in cash (whole or in part at any time, and such payments may be made without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Sharespenalty or premium; provided, however, that no amount each payment shall be credited with respect accompanied by any accrued interest then due. Presentment for payment or acceptance, and notice of dishonor of payment or acceptance, notice of protest and notice of any renewal, extension, modification or change of time, manner, place or terms of payment, are hereby waived by Maker or any endorsers, sureties and guarantors hereof. Any failure or delay of Payee to Shares that have been delivered to the Participant exercise any right hereunder shall not be construed as a waiver of the applicable record dateright to exercise the same or any other right at any other time or times. Dividend equivalents The waiver by Payee of a breach or default of any provisions of this Note shall not operate or be construed as a waiver of any subsequent breach or default thereof. Maker agrees to reimburse Payee for all costs and expenses, including reasonable attorneys' fees, incurred by Payee to enforce the provisions hereof and collect Maker's obligations hereunder. This Note shall be subject to the same terms and conditions as the Award Sharesconstrued according to, and shall vest (or, if applicable, be forfeited) at governed by the same time as the Award Shares. Notwithstanding the foregoing, vesting laws of the Award (and any dividend equivalents) Commonwealth of Pennsylvania. The provisions of this Note shall be prohibited deemed severable, so that if any provisions hereof is declared invalid under the laws of any state where it is in effect, or of the United States, all other provisions of this Note shall continue in full force and effect. This Note shall be binding upon the successors and assigns of the Maker, and shall inure to the extent that it would violate applicable law benefit of and be enforceable by the heirs, personal representatives, successors and assigns of Payee or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesother Payee thereof.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In One-third of the event RSUs shall vest on each of the first three (3) anniversaries of the Date of Grant (each a “Vesting Date”); provided that a the Participant terminates remains in continuous employment due with the Company or an Affiliate thereof through the applicable Vesting Date. (b) Except as set forth in Sections 2(c)-(e) below, if the Participant’s employment is terminated for any reason prior to being a Good Leaver the final Vesting Date, then all rights of the Participant with respect to RSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this RSU Agreement, the RSUs shall terminate effective as of the date of such violation (as defined below), rather than the date on which such violation comes to the attention of the Company) and the Participant shall immediately vest be required to return to the Company the shares of Common Stock in a portion respect of the Award vested RSUs on an after tax basis or an amount in cash equal to the number fair market value of Award Shares granted times a fractionthe shares of Common Stock in respect of vested RSUs as of the date of the Participant’s termination of employment. Any such unvested RSUs terminated pursuant to this Section 2(b) shall be forfeited without payment of any consideration, and neither the numerator Participant nor any of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested RSUs. (c) If (i) terminating the Participant’s employment with is terminated by the Premier Group due to deathCompany or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, Disability or an Approved Retirement (as defined in Section 14 below) or either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested RSUs shall immediately vest and Exhibit 10.1 shall be settled as soon as practicable after the date of such termination of employment in accordance with Section 3 below. (d) Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Premier Group Without Cause (as defined Administrator in Section 14 below) its sole discretion, prior to a Change in Control; and Vesting Date or (bB) In the event a member by reason of the Premier Group (Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or a successor) terminates the Employing Company terminating the Participant’s employment Without Cause where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion shall vest and be settled as soon as practicable after the Vesting Date immediately following the date of such termination of employment; provided, that if a Change of Control or the Participant’s death occurs prior to such next Vesting Date, then the Pro-Rata Portion shall be settled as soon as practicable following the date of such Change of Control or death. . (e) Subject, and in addition, to the foregoing, if the Participant’s employment is terminated due to the Participant’s death, then all unvested RSUs shall immediately vest and shall be settled as soon as practicable after such date. (f) For the purposes of this RSU Agreement, and notwithstanding any provision of the Plan to the contrary: (i). “Bad Leaver” shall mean a Participant terminates whose employment with an Employing Company is terminated (A) following the Participant committing an act of theft, fraud, serious misconduct or deliberate falsification of records in relation to his employment duties for Good Reason the Company or the Employing Company; (B) following the Participant being convicted of or pleading guilty to a serious criminal offence (misdrijf) relating to his or her duties for the Company or the Employing Company (excluding any motoring or non-duty related minor offence), which act or criminal offence referred to in (A) and/or (B) has a material adverse effect upon the Company or the Employing Company; (C) with immediate effect because of an urgent cause (dringende reden) as defined referred to in Section 14 belowarticle 7:678 of the Dutch Civil Code for cause; (D) a Participant materially violates the Company Code of Conduct or similarly significant rule or policy of the Company or the Employing Company; or (E) a Participant within the twelve (12) month period commencing upon a Change following the termination of employment, directly or indirectly and in Control any capacity whatsoever, engages in any activities in competition with the activities of any of the Company, its Subsidiaries or its Affiliates, including the Participant personally actively soliciting or personally actively endeavoring to entice away or personally actively recruiting any employees of the Company, its Subsidiaries or its Affiliates in said period. (as defined ii). “Good Reason” shall have the meaning in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.employment agreement 2

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 13 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 13 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) Employer terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 13 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal entitled to receive the dividends or other distributions (including securities of another issuer) that are paid by the Participant would have received Company on the Award Shares on or after their date of issuance, but only if the Participant had been the owner of a number of such Award Shares equal to the number of Award Shares; provided, however, that no amount are subsequently earned and vested. Any such dividend or other distribution shall be credited with respect to Shares that have been delivered paid to the Participant as of soon as reasonably practicable after the applicable record dateunderlying Award Shares have become vested. Dividend equivalents No interest shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Sharespaid on any dividends or other distributions under this Section 3. Notwithstanding the foregoing, vesting of no dividends shall be paid with respect to the Award (and any dividend equivalents) shall be prohibited Shares to the extent that it would violate applicable law or to the extent the Award is a Performance Share Awardlaw. Further notwithstanding the foregoing, nothing Nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In Subject to the event that a Participant terminates Participant’s continuous employment due by the Company and its Affiliates in the position of (or in an alternative position with the Company, as determined by the Chief Executive Officer in his or her sole discretion and subject to being a Good Leaver approval by the Compensation Committee (an “Alternative Position”)) and compliance with the Non-Compete Agreement (as defined below), the Restricted Stock granted to the Participant shall immediately vest in a portion and become nonforfeitable as to the percentage of the Award equal Restricted Stock indicated below on the dates specified below (each a “Restricted Stock Vesting Date”). The unvested shares of Restricted Stock granted pursuant to this Agreement shall automatically terminate and be forfeited (without any action by any party hereto) on the sooner of (x) the date on which the Participant’s employment is terminated and (y) the date on which the Participant ceases to serve in the position of or in an Alternative Position. [ ] [ ] % [ ] [ ] % [ ] [ ] % To the extent that the Restricted Stock has not vested and become nonforfeitable prior to the number date that is the five-year anniversary of Award Shares granted times a fractionthe Grant Date, the numerator unvested shares of which is Restricted Stock shall terminate and be forfeited as of such date, without any further consideration to the number Participant. In the event the above vesting schedule results in the vesting of days any fractional share of active service elapsed since Common Stock, such fractional share of Common Stock shall not be deemed vested hereunder but shall vest and become nonforfeitable when such fractional share of Common Stock aggregates a whole share of Common Stock. (b) Notwithstanding the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to deathforegoing, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination if because of the Participant’s death or Disability the Participant’s employment with terminates or the Premier Group Without Cause Participant ceases to serve in the position of or an Alternative Position, then the unvested Restricted Stock, to the extent not previously forfeited, shall immediately become fully vested. (as defined c) Notwithstanding any other provision of this Agreement to the contrary, in Section 14 below) prior to the event that a Change in Control shall occur prior to the date that all of the Restricted Stock is vested, then to the extent not previously forfeited all of the unvested Restricted Stock shall vest effective upon the Change in Control; and. In the event that a Change in Control occurs on a date prior to the date that a Participant is determined to be Disabled for purposes of the Plan and this Agreement, but the Committee, in its sole determination, expects the Participant to be Disabled at the end of the 9-month period referred to in Section 3 of this Agreement, then all of the unvested Restricted Stock of such Participant, to the extent not previously forfeited, shall vest upon the date of the Change in Control. (bd) In the event that any calendar date on which vesting is purportedly scheduled pursuant to the terms of Section 2 is not a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan)Business Day, the Award vesting shall vest in full. The Participant shall automatically be credited with an amount in cash (without interest) equal to delayed until the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, first Business Day following that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record calendar date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares“Business Day” means a date on which commercial banks in New York, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesNew York are open for general business.

Vesting. This Award (a) The Restricted Stock Units shall vest in full vest, and the right to receive shares of Common Stock pursuant to the Restricted Stock Units shall be based upon the achievement by the Company of the performance criteria as set forth on Exhibit A (“Performance Criteria”) over the Measurement Period (as defined above), provided that the Grantee shall have provided Continuous Service to the Company through March 31, 2022 (the “Vesting Date”). Within 30 business days following the Vesting Date and subject to the Committee’s final determination of the achievement of the Performance Criteria, the Company shall deliver to the Grantee one share for each Restricted Stock Unit in which Grantee becomes entitled as described herein and such Restricted Stock Unit shall terminate. Except as expressly set forth above provided herein, no additional Restricted Stock Units shall vest after the Participant is continuously employed by a member date of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver termination of Grantee’s “Continuous Service” (as defined below). (b) As used herein, the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a term “Good LeaverContinuous Service” on account of means (i) terminating employment with by either the Premier Group due to deathCompany or any Parent or Subsidiary of the Company, Disability or an Approved Retirement (as defined by any successor entity following a Corporate Transaction, which is uninterrupted except for vacations, illness, or leaves of absence which are approved in Section 14 below) writing by the Company or any of such other employer corporations, if applicable, or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (service as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group Board of Directors of the Company until Grantee resigns, is removed from office, or Xxxxxxx’s term of office expires and he or she is not reelected, (iii) or so long as engaged as a Consultant or other Service Provider. The Grantee’s Continuous Service shall not terminate merely because of a change in the capacity in which the Grantee renders service to the Company or a successorcorporation or subsidiary corporation described in clause (i) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon above. For example, a Change in Control (as defined change in the Plan), the Award shall vest in full. The Participant shall be credited with Grantee’s status from an amount in cash (without interest) equal employee to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as Non-Employee Director or Consultant will not constitute an interruption of the applicable record date. Dividend equivalents shall be subject to Grantee’s Continuous Service, provided there is no interruption in the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award SharesGrantee’s performance of such services. Notwithstanding the foregoing, vesting for any employee of a subsidiary of the Award (and any dividend equivalents) Company located outside the United States, such employee’s Continuous Service shall be prohibited deemed terminated upon the commencement of such employee’s “garden leave period,” “notice period,” or other similar period where such employee is being compensated by such subsidiary but not actively providing service to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharessuch subsidiary.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the A. The Participant shall immediately vest in have a non-forfeitable right to a portion of the Award equal to only upon the number 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 Shares granted times a fractionshall become vested on the vesting date unless the Participant is then, the numerator of which is the number of days of active service elapsed and since the Grant Date has continuously been, employed by or in the service of the Company or any Affiliate. If the Participant ceases to be employed by or in the service of 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 denominator Plan. B. The Award will become eligible to vest upon achievement of the Granted PSUs goals (“Performance Goals”), as adopted by the Committee in the first calendar quarter of the 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 1,095also found on your Fidelity stock plan account. A Participant is a Granted PSUs that become eligible to vest upon the achievement of the Performance Goals are referred to as the “Good LeaverEligible PSUs.” In the event and to the extent that the Performance Goals are not satisfied, such Granted PSUs shall not become eligible to vest and shall be immediately forfeited 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 account of (i) terminating employment with the Premier Group due later of the third anniversary of the Grant Date or the date of the Committee’s determination of the degree to deathwhich 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), Disability or an Approved Retirement (as defined in Section 14 below) or (ii) in the event of a Corporate Change in Control, the date or dates described in Section 2.C. below, or (iii) in the event of a termination of the Participant’s employment or service with the Premier Group Without Cause (as defined Company and its [[DMS:6398816v4:7/1/2024 12:08:25 PM Affiliates on account of death, Disability or Retirement, the date or dates described in Section 14 below2.D below (the “Vesting Date”). C. In the event of a Corporate Change in Control, subject to the Participant’s continued employment or service 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 a 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 (or such greater level determined by the Committee); (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 or service 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.B. of the Plan or the Participant’s termination of employment or service 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 (bv) In notwithstanding clause (iii) or (iv) above, with respect to a Participant who is or becomes eligible for Retirement at any time after the event a member 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 Premier Group (Corporate Change in Control. D. Except as otherwise provided in the Plan or a successor) terminates Section 2.C. above, upon termination of the Participant’s employment Without Cause or service 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 terminates his immediately prior to the Participant’s termination of employment for Good Reason or service 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 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 378411_1 2 [[DMS:6398816v4:7/1/2024 12:08:25 PM PSUs (determined after giving effect to Section 2.C. above) will vest as defined in Section 14 below) within of immediately prior to the twelve month period commencing upon a Corporate Change in Control (as defined in the PlanControl), even if such determination occurs following the date of death or Disability of the Participant; and (ii) any portion of the Award shall vest in full. The held by the Participant shall be credited with an amount in cash (without interest) equal immediately prior to the dividends Participant’s Retirement, to the Participant would have received if extent not vested previously, will become fully vested upon the Participant had been later of (a) the owner date of a number Retirement or (b) the date of Shares equal 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 Award Shares; providedEligible PSUs covered by such unvested portion and as to 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, however, that no amount shall be credited with respect to Shares that have been delivered up to the Participant as remaining amount of the applicable record dateunvested Eligible PSUs of the Award; provided that, notwithstanding the foregoing and Section 9.G.(2) of the Plan, in the event that the Participant’s Retirement occurs in the same calendar year as the Grant Date this Section 2.D.(ii) shall apply only to one-third (1/3) of the number of Eligible PSUs covered by such unvested portion. Dividend equivalents shall be subject 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 same terms and conditions as the Award Sharescontrary, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting any portion of the Award (and any dividend equivalents) shall be prohibited held by a Participant or a Participant’s permitted transferee immediately prior to the extent that it would violate applicable law or to cessation of the extent Participant’s employment For Cause shall terminate at the Award is a Performance Share Award. Further notwithstanding commencement of business on the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesdate of such termination.

Vesting. This 3.1 If this is a Time-Based Award, the Restricted Shares subject to this Award Agreement shall vest become unrestricted, fully vested, and non-forfeitable in full the numbers and on the Vesting Date set forth above provided Dates presented below, provided: a. if, on the Award Date, the Participant is continuously employed by a member an employee of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below)Company and / or one of its Subsidiaries, the Participant shall immediately vest in a portion is employed on the Vesting Date, as presented below, by the Company and / or one of its Subsidiaries, or b. if, on the Award equal to the number of Award Shares granted times a fractionDate, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination director of the Participant’s employment with Company and / or one of its Subsidiaries, the Premier Group Without Cause (Participant is serving as defined in Section 14 a director on the Vesting Date, as presented below) prior to a Change in Control; and (b) In the event a member , of the Premier Group (Company and / or one of its Subsidiaries. TOTAL __________ 3.2 If this is a successor) terminates Performance-Based Award, the Participant’s employment Without Cause or Restricted Shares subject to this Award Agreement shall become unrestricted, fully vested, and non-forfeitable in the numbers and on the Vesting Dates presented below, provided: a. if, on the Award Date, the Participant terminates his employment for Good Reason (as defined in Section 14 below) within is an employee of the twelve month period commencing upon a Change in Control (as defined in the Plan)Company and / or one of its Subsidiaries, the Participant is employed on the Vesting Date, as presented below, by the Company and / or one of its Subsidiaries, or b. if, on the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends Date, the Participant would have received if is a director of the Company and / or one of its Subsidiaries, the Participant had been is serving as a director on the owner of a number of Shares equal to the number of Award Shares; providedVesting Date, howeveras presented below, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record dateCompany and / or one of its Subsidiaries. Dividend equivalents shall be subject to the same terms Performance Criteria specified below are achieved. 3.3 If a Terminating Event of the Company occurs, all restrictions, terms, criteria, and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited applicable to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in all Restricted Shares then outstanding under this Award Agreement shall be interpreted deemed lapsed and satisfied, as applicable, and each Participant shall become 100% vested with respect to require all Awards granted to such Participant under the Plan as of the date of the Terminating Event. The immediately preceding sentence shall apply to only those Participants who are employed by or are serving as directors of the Company and / or one of its Subsidiaries as of the date of the Terminating Event. 3.4 If the Participant’s employment by or Affiliation with the Company and / or its Subsidiaries, as applicable, terminates for any reason other than a Terminating Event prior to grant dividends the vesting of all or dividend equivalents on any portion of the Restricted Shares awarded under this Award Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary, or Award other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.5 If the Participant’s employer ceases to be a Subsidiary of the Company, that event shall be deemed to constitute a termination of employment under Section 3.4 above.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) Participant’s interest in the shares of Stock awarded under paragraph 1 shall become vested and nonforfeitable as follows: twenty-five percent (25%) of the shares shall vest on each one year anniversary of the Award Date such that all of the shares shall be fully vested after four (4) years from the Award Date so long as Participant remains a bona fide employee of the Company (or its Subsidiaries). Upon vesting, the Company or its designated representative shall deliver to Participant the certificates evidencing the nonforfeitable shares, provided the withholding requirements of paragraph 5 have been satisfied. In addition, upon attainment of retirement age while Participant is a bona fide employee of the event that a Participant terminates employment due to being a Good Leaver Company (as defined belowor its Subsidiaries), the Participant shares of Stock awarded hereunder shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fractionbecome fully vested and nonforfeitable, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount this sentence shall not apply if the Award Date is less than six (6) months prior to the date of termination of employment as a result of such retirement. Retirement age means age sixty (60) with ten (10) years of service, or age sixty-two (62) with five (5) years of service, with the Company or any of its Subsidiaries. (b) If Participant ceases to be a bona fide employee of the Company or any of its Subsidiaries for any reason other than death or disability (within the meaning of subparagraph (c)), all shares of Stock to the extent not yet vested under subparagraph (a) on the date Participant ceases to be an employee shall be credited with respect forfeited by Participant without payment of any consideration to Shares that have been delivered Participant therefor. Any shares of Stock so forfeited shall be canceled and returned to the Participant as status of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Sharesauthorized but unissued shares. Notwithstanding the foregoing, vesting if the Participant’s employment is terminated under the provisions of the Company’s Separation Pay Plan, Participant’s interest in all shares of Stock awarded hereunder shall become fully vested and nonforfeitable as of the date of termination, provided, however, that this sentence shall not apply if the Award Date is less than six (and any dividend equivalents6) shall be prohibited months prior to the extent date of such termination of employment. (c) If Participant’s employment terminates by reason of death, or Participant becomes entitled to long-term disability benefits under the Union Bank of California Long Term Disability Plan while in the employ of the Company or any of its Subsidiaries, Participant’s interest in all shares of Stock awarded hereunder shall become fully vested and nonforfeitable as of the date of death or long-term disability, provided, however, that it would violate applicable law or this sentence shall not apply if the Award Date is less than six (6) months prior to the extent date of termination of employment as a result of death or the Award date Participant becomes entitled to such long-term disability benefits. (d) If Participant is on a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require leave of absence from the Company or a Subsidiary because of disability, or for the purpose of serving the government of the country in which the principal place of employment of Participant is located, either in a military or civilian capacity, or for such other purpose or reason as the Committee may approve, Participant shall not be deemed during the period of such absence, by virtue of such absence alone, to grant dividends have terminated employment with the Company or dividend equivalents on any Shares or Award Sharesa Subsidiary except as the Committee may otherwise expressly provide.

Vesting. This Award shall vest Except as provided in full on this Section 3, if the Vesting Participant’s Date set forth above provided the Participant is continuously employed by a member of Termination has not occurred as of the Premier Group. Notwithstanding vesting dates specified below (the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below“Vesting Dates”), then, the Participant shall immediately vest be entitled, subject to the applicable provisions of the Plan and this Award Agreement having been satisfied, to receive on or within a reasonable time after the applicable Vesting Dates the number of shares of Common Stock as described in a the following schedule. Once vested pursuant to the terms of this Award Agreement, the Restricted Stock shall be deemed “Vested Stock.” The Participant shall forfeit the unvested portion of the Award equal to (including the number underlying Restricted Stock and Accrued Dividends) upon the occurrence of the Participant’s Date of Termination unless the Award Shares granted times a fractionbecomes vested under the circumstances described in paragraphs (i), the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (ii), (iii) or (iv) below. (i) terminating employment with The Restricted Stock shall become fully vested upon the Premier Group due occurrence of a Change of Control Event that occurs (i) prior to death, Disability or an Approved Retirement (as defined in Section 14 below) the Participant’s Date of Termination or (ii) if the Participant has retired prior to such Change of Control Event and is Post-Retirement Eligible, following the Participant’s Date of Termination. (ii) If (A) the Participant’s Date of Termination occurs under circumstances in which the Participant is entitled to a severance payment from the Company, a Subsidiary, or an Affiliated Entity under (1) the Participant’s employment agreement or severance agreement with the Company due to a termination of the Participant’s employment by the Company without “cause” or by the Participant for “good reason” in accordance with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause agreement or severance agreement or (2) the Devon Energy Corporation Severance Plan and (B) the Participant terminates his employment for Good Reason signs and returns to the Company a release of claims against the Company in a form prepared by the Company (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan“Release”), the Award Restricted Stock shall vest in full. The Participant become fully vested upon the date the Release becomes effective and the Restricted Stock shall be credited with an amount in cash (without interest) equal released within a reasonable time after the applicable Vesting Date. If the Participant fails to sign and return the Release to the dividends Company or revokes the Participant would have received if the Participant had been the owner of a number of Shares equal Release prior to the number date the Release becomes effective, the unvested shares of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be Restricted Stock subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted forfeited. (iii) The Restricted Stock shall become fully vested upon the Participant’s Date of Termination if the Participant’s Date of Termination occurs by reason of the Participant’s death. The Committee may in its sole and absolute discretion, elect to require vest all or a portion of the Company unvested Restricted Stock upon the Participant’s Date of Termination if the Participant’s Date of Termination occurs by reason of disability, Normal Retirement Date, Early Retirement Date, or other special circumstances (as determined by the Committee). (iv) Notwithstanding any provision to grant dividends or dividend equivalents the contrary in this Agreement, if the Participant is Post-Retirement Eligible, the Participant shall, subject to the satisfaction of the conditions in Section 14, be eligible to vest in accordance with the Vesting Schedule above in this Section 3, in the installments of Restricted Stock that remain unvested on any Shares or Award Shares.the Date of Termination as follows: Age at Retirement Eligible to be Earned by the Participant 54 and earlier 0 % 55 60 % 56 65 % 57 70 % 58 75 % 59 80 % 60 and beyond 100 %

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In Except as provided in subparagraph (b) below, in order to become vested in the event that a Participant terminates employment due to being a Good Leaver (as defined below)Target Units, the Participant shall immediately vest in a portion of the Award equal must continue to be employed by, or providing service to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement Employer (as defined in Section 14 the Plan) from the Award Date through the Redemption Date; provided however, that the number of Target Units that shall become vested shall be determined based on satisfaction of the Performance Goals. No vesting of the Target Units shall occur until the Committee has certified the level of achievement of the Performance Goals, which certification shall occur as soon as administratively practicable after the end of the applicable performance period, but not later than sixty (60) days following the end of the applicable performance period (the “Certification Date”). Any portion of the Target Units that do not become vested because of the failure to fully satisfy the Performance Goals shall be forfeited as of the Certification Date and the Participant shall have no rights with respect to redemption of the portion of the Target Units that have become forfeited. (b) Except as provided in subparagraph (c) below) or (ii) , if at any time prior to the termination of Certification Date the Participant’s employment or service with the Premier Group Without Cause Employer terminates for any reason other than death, Disability (as defined in Section 14 belowthe Plan) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control Retirement (as defined in the Plan), all of the Target Units subject to this Award shall vest in full. The Agreement will be immediately forfeited and the Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited rights with respect to Shares that have been delivered the redemption of any portion of the Target Units. (c) Notwithstanding any provision to the Participant as contrary herein, if the Participant’s employment or service with the Company is terminated on account of the applicable record date. Dividend equivalents Participant’s death, Disability or Retirement, the Participant shall be subject continue to earn the same terms and conditions Target Units based on the level of achievement of the Performance Goals as certified by the Award SharesCommittee, and shall vest receive payment of the Target Units as set forth herein. In order for the Participant to continue to earn the Target Units following the Participant’s termination of employment or service on account of Retirement as set forth in this subparagraph (orc), if applicablethe Committee must make a determination, evidenced by an affirmative action on the part of the Committee, that such termination of employment or service constitutes termination of employment or other active for-profit service that is undertaken in good faith by the Participant, meaning, among other factors that may be forfeitedtaken into account in the sole discretion of the Committee, that the termination of employment or service is determined by the Committee, in its sole discretion, (i) at not to be materially detrimental to the same business interests of the Company, (ii) not to result in a violation of any obligations of the Participant to the Company, and (iii) to be motivated by the Participant’s intention, following such termination, to cease working on a full-time as basis, for the Award SharesCompany or any other employer, or to provide services, whether on a consulting, independent contractor, employee or other basis to any entity engaged in the business of owning, operating or developing commercial real estate. Notwithstanding Absent such an affirmative action on the foregoingpart of the Committee, the vesting of the Award Target Units referred to in this subparagraph (and any dividend equivalentsc) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesnot occur.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal Except to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due extent earlier forfeited or vested pursuant to death, Disability or an Approved Retirement (as defined in this Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan)4, the Award shall vest in fullon the third anniversary of the Grant Date. (b) If the Holder’s employment by the Company terminates by reason of the Holder’s death or disability, the Award shall become fully vested as of the date of the Holder’s termination of employment. The Participant If the Holder’s employment by the Company is terminated by reason of retirement with the consent of the Company, the Holder shall be credited with an amount in cash (required to execute a release agreement having such terms and provisions as the Company may require and the Award shall become fully vested as of the date on which the Holder’s release becomes irrevocable. If the Holder does not execute a release or timely revokes such release, the portion of the Award which is not vested as of the date of the Holder’s retirement shall not vest and shall be forfeited by the Holder and transferred, without interest) equal payment of any consideration to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal Holder, to the number Company (or its assignee or nominee). (c) If the Holder’s employment by the Company is terminated by the Company for Cause, the portion of the Award Shareswhich is not vested as of the date of the Holder’s termination of employment shall be forfeited by the Holder and shall be transferred, without payment of any consideration to the Holder, to the Company (or its assignee or nominee). (d) If the Holder’s employment by the Company terminates for any reason other than a reason specified in Section 4(b) or 4(c) hereof, the portion of the Award which is not vested as of the date of the Holder’s termination of employment shall be forfeited by the Holder and shall be transferred, without payment of any consideration to the Holder, to the Company (or its assignee or nominee); provided, however, that no amount the Committee may, in its discretion, make a determination that if the Holder executes a release agreement having such terms and provisions as the Company may require, part or all of such unvested portion of the Award shall be credited with respect to Shares that have been delivered to the Participant become fully vested as of the applicable record datedate on which the Holder’s release becomes irrevocable. Dividend equivalents shall be subject to If the same terms and conditions as Holder does not execute a release or timely revokes such release, the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting portion of the Award (which is not vested as of the date of the Holder’s termination of employment shall not vest and any dividend equivalents) shall be prohibited forfeited by the Holder and transferred, without payment of any consideration to the extent that it would violate applicable law or Holder, to the extent the Award is Company (or its assignee or nominee). (e) As used herein, “Cause” shall mean a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require determination by the Company that the Holder has (i) willfully and continuously failed to grant dividends substantially perform the duties assigned by the Company or dividend equivalents on a Subsidiary with which the Holder is employed (other than a failure resulting from the Holder’s disability), (ii) willfully engaged in conduct which is demonstrably injurious to the Company or any Shares Subsidiary, monetarily or Award Sharesotherwise, including conduct that, in the reasonable judgment of the Company, does not conform to the standard of the Company’s executives or employees, or (iii) engaged in any act of dishonesty, the commission of a felony or a significant violation of any statutory or common law duty of loyalty to the Company or any Subsidiary.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In Subject to the event that a Participant terminates employment due to being a Good Leaver (as defined below)terms and conditions of this Agreement, the Participant Shares shall immediately vest in a portion as set forth on Exhibit A hereto upon the achievement of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement Performance Measures (as defined in Section 14 belowExhibit A) or (ii) during the termination of the Participant’s employment with the Premier Group Without Cause Performance Period (as defined in Section 14 below) prior Exhibit A). In addition, the vesting of the Shares is conditioned upon the Employee’s continuous employment by the Company from the Grant Date through the determination of attainment of the applicable Performance Measures. The determination as to a Change in Control; andwhether the Performance Measures have been attained shall be determined by the Board during or following the end of the Performance Period as set forth on Exhibit A. Unless otherwise determined by the Board, no Shares will vest if the Performance Measures are not met as of determination by the Board following the end of the Performance Period. (b) In Notwithstanding the foregoing, in the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined below) of the Company, and provided that the Employee remains continuously employed by the Company until the effective date of such Change in Control, all unvested Shares granted under this Agreement that remain outstanding shall become immediately vested on the Planeffective date of the Change in Control. (c) For purposes of the Agreement, a “Change in Control” shall be deemed to have occurred upon the first to occur of the following events: (i) any “person”, as such term is used in Section 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company), is or becomes the Award shall vest “beneficial owner” (as defined in full. The Participant shall be credited with an amount in cash (without interest) equal to Rule 13d-3 under the dividends the Participant would have received if the Participant had been the owner Exchange Act), directly or indirectly, of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as securities of the applicable record date. Dividend equivalents shall be subject to Company representing 50% or more of the same terms and conditions as combined voting power of the Award SharesCompany’s then outstanding securities; (ii) during any period of two consecutive years ending during the term of this Agreement, individuals who at the beginning of such period constitute the Board, and shall vest any new director (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is other than a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require director designated by a person who has entered into an agreement with the Company to grant dividends effect any transaction described in clause (i), (iii) or dividend equivalents on (iv) of this Section 2(c)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were either directors at the beginning of the period or whose election or whose nomination for election was previously so approved, cease for any Shares reason to constitute a majority of the Board; (iii) the consummation of a merger or Award Sharesconsolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or there occurs the sale or disposition by the Company of all or substantially all of the Company’s assets. The Board shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto.

Vesting. This Award (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall vest in full on not be vested as of the Vesting Grant Date set forth above provided and shall be forfeitable unless and until otherwise vested pursuant to the Participant is continuously employed by terms of this Agreement. Subject to Participant’s continued service as a member of the Premier GroupBoard, the Award shall become vested with respect to 100% of the Stock Units awarded hereunder on April 15, 2024 (“Vesting Date”). Notwithstanding Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” Except as provided in Paragraphs 3(b) or (c), upon the foregoing:cessation of Participant’s service as a member of the Board for any reason, the Unvested Units shall be forfeited by Participant and cancelled and surrendered to the Company without payment of any consideration to Participant. (ab) In Notwithstanding anything herein or in the event that Plan to the contrary, upon the termination of Participant’s service as a Participant terminates employment due to being a Good Leaver member of the Board by reason of Participant’s death or disability (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as such term if defined in Section 14 below22(e) or (ii) of the Code), all Unvested Units shall vest as of the date of such termination of service. (c) Notwithstanding anything herein or in the Participant’s employment with Plan to the Premier Group Without Cause (as defined in Section 14 below) prior to contrary, upon the occurrence of a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award shall be accelerated such that 100% of the aggregate number of Stock Units subject to the Award (and any dividend equivalentsas set forth in Paragraph 2 above) shall be prohibited or become Vested Units as of immediately prior to the extent that it would violate applicable law or to consummation of the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing Change in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesControl.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest Participant’s Stock Units and rights in a portion of the Award equal and to the number Common Stock subject to the Stock Units shall not be vested as of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the denominator terms of which is 1,095this Agreement. A Subject to Participant’s continued service as the Lead Director of the Board, the Award shall become vested with respect to 100% of the Stock Units awarded hereunder on April 15, 2024 (“Vesting Date”). Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” Except as provided in Paragraphs 3(b) or (c), upon the cessation of Participant’s service as the Lead Director of the Board for any reason, the Unvested Units shall be forfeited by Participant is a “Good Leaver” on account and cancelled and surrendered to the Company without payment of any consideration to Participant. (ib) terminating employment with Notwithstanding anything herein or in the Premier Group due Plan to deaththe contrary, Disability upon the termination of Participant’s service as the Lead Director of the Board by reason of Participant’s death or an Approved Retirement disability (as such term if defined in Section 14 below22(e) or (ii) of the Code), all Unvested Units shall vest as of the date of such termination of service. (c) Notwithstanding anything herein or in the Participant’s employment with Plan to the Premier Group Without Cause (as defined in Section 14 below) prior to contrary, upon the occurrence of a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award shall be accelerated such that 100% of the aggregate number of Stock Units subject to the Award (and any dividend equivalentsas set forth in Paragraph 2 above) shall be prohibited or become Vested Units as of immediately prior to the extent that it would violate applicable law or to consummation of the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing Change in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesControl.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In The Initial Grant awarded under Section 1 shall become vested and nonforfeitable in accordance with the event that following schedule so long as Participant remains in service as a Non-Employee Director of the Company (or any of its Subsidiaries). (1) On , 33-1/3% of the Initial Grant shall become fully vested and nonforfeitable. (2) On , 33-1/3% of the Initial Grant shall become fully vested and nonforfeitable. (3) On , the balance of the Initial Grant shall become fully vested and nonforfeitable. (b) The Regular Grant awarded under Section 1 shall become vested and nonforfeitable in accordance with the following schedule so long as Participant terminates employment due remains in service as a director of the Company (or any of its Subsidiaries). (1) On , 100% of the Regular Grant shall become fully vested and nonforfeitable. (c) If Participant ceases to being be a Good Leaver Non-Employee Director of the Company or any of its Subsidiaries for any reason other than death, disability within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (“Disability”), or retirement from the Board as defined belowfrom time to time in the section entitled “Rotation of the Directors” of the Company’s Corporate Governance Guidelines (“Retirement”), all Restricted Stock Units to the extent not yet vested under subsections (a) and (b) on the date Participant ceases to be a Non-Employee Director shall immediately vest in be forfeited by Participant without payment of any consideration to Participant therefor. (d) If Participant’s service as a portion Non-Employee Director of the Award equal to the number Company (or any of Award Shares granted times a fraction, the numerator its Subsidiaries) terminates by reason of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) Retirement, or (ii) if the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior Company is subject to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in below) while Participant is a Non-Employee Director of the PlanCompany (or any of its Subsidiaries), the Award Participant’s interest in all Restricted Stock Units awarded hereunder shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant become fully vested and nonforfeitable as of the applicable record date. Dividend equivalents shall be subject to date of death, Disability, Retirement or Change in Control. (e) The Committee may, in its sole discretion, accelerate the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to Regular Grant on a pro rata basis if Participant does not stand for re-election as a member of the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require Board of Directors of the Company to grant dividends or dividend equivalents on any Shares or Award Sharesand its Subsidiaries, effective upon termination of such service.

Vesting. This Award The Phantom Shares shall vest in full on be subject to the Vesting Date terms and conditions set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing:in this paragraph 2. (a) In Except as otherwise provided herein, 100% of the Phantom Shares shall vest on December 31, 202_, (the “Vesting Date”) provided that the Grantee has not had a Termination of Service prior to such date. (b) The following terms shall apply in the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number Termination of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of Service: (i) terminating employment with Subject to paragraph 2(b)(iv), in the Premier Group due event that, prior to deaththe Vesting Date, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination Grantee experiences a Termination of Service by the Participant’s employment with the Premier Group Without Company without Cause (as defined in Section 14 belowthe Employment Agreement) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates Termination of Service by the Participant’s employment Without Cause or the Participant terminates his employment Grantee for Good Reason (as defined in the Employment Agreement), then, subject to Section 14 below5(k) within of the twelve Employment Agreement relating to execution of a release, to the extent that the Phantom Shares otherwise would have vested during the 12 month period commencing upon following the Grantee’s Termination of Service, such Phantom Shares shall vest as of the date of the Grantee’s Termination of Service. Notwithstanding the foregoing, in the event that in connection with the Grantee’s Termination of Service with the Company, the Company is managed by an external manager pursuant to a Change management and advisory contract and such external manager has provided the Grantee with an offer of employment (A) on economic terms that are at least substantially equivalent in Control form and economic substance (and not in the aggregate) to those provided to the Grantee immediately prior to such Termination of Service and (B) on terms that would not be deemed to trigger Good Reason (an offer of employment that meets the requirements of (A) and (B), a “Qualifying Offer”), then, regardless of whether the Grantee accepts such offer of employment, this paragraph 2(b)(i) shall have no effect and the Grantee shall not be entitled to receive the vesting described in this paragraph 2(b)(i) or paragraph 2(b)(iv). (ii) In the event the Grantee experiences a Termination of Service on account of death or Disability (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interestEmployment Agreement) equal prior to the dividends Vesting Date, then the Participant would have received if the Participant had been the owner of a number of Phantom Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant become fully vested as of the applicable record date. Dividend equivalents date of the Grantee’s Termination of Service; provided that in the event of the Grantee’s Disability, such vesting shall be subject to Section 5(k) of the same terms and conditions as Employment Agreement relating to execution of a release. (iii) In the Award Sharesevent the Grantee experiences a Termination of Service on account of the Grantee’s voluntary resignation at a time when circumstances constituting Cause do not exist, and shall vest such Termination of Service is an Eligible Retirement (oras defined below) then, if applicable, be forfeitedsubject to Section 5(k) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award Employment Agreement relating to execution of a release, the Phantom Shares shall become fully vested as of the date of the Grantee’s Termination of Service. For purposes of this Agreement, an “Eligible Retirement” means the Grantee’s Termination of Service without Good Reason and other than on account of death or Disability either (A) on or after age 65 or (B) on account of an Eligible Early Retirement. For purposes of this Agreement, “Eligible Early Retirement” means the Grantee’s Termination of Service prior to age 65 pursuant to a succession plan approved by the Board, which may include (but, for clarity would not necessarily require) the Grantee and the Company entering into a consulting or advisory agreement and the Grantee’s reasonable cooperation in providing transition services for a period of time following termination of employment; provided that, the Executive provides the Company with at least nine months prior written notice (or such shorter notice period as determined by the Board in its discretion) of the Grantee’s termination of employment (and any dividend equivalentscontinues in active employment during such notice period) shall be prohibited to and the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.Board approves such Termination of Service as an Eligible Early Retirement.1

Vesting. This Award Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest in full on the Vesting first anniversary of the Date set forth above of Grant, provided that the Participant is continuously employed by (or if the Participant is a member Consultant or an Outside Trustee, is providing services to) the Company or a Subsidiary on such anniversary. All Awarded Shares not previously vested shall immediately become fully vested upon (i) the Participant’s death; (ii) the Participant’s Termination of Service as a result of the Premier GroupParticipant’s Total and Permanent Disability; (iii) the occurrence of a Change in Control, if and to the extent that this Award is not continued, assumed or converted into a replacement award or awards in connection with such Change in Control or (iv) as specifically provided in the Employment Agreement. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment the Participant’s Termination of Service is due to being a Good Leaver (as defined below), Retirement and the Participant shall immediately vest has provided the Company with at least twelve months’ advance written notice of the Participant’s Retirement date (unless the notice period is waived by the Committee in its sole discretion) and has remained in employment in good standing until the Participant’s Retirement date, then on the Participant’s Retirement date, a pro-rata portion of the Award equal to Awarded Shares shall vest and become nonforfeitable, calculated by multiplying the number of Award Awarded Shares granted times by a fraction, the numerator of which is the number of days months from the Date of active service elapsed since Grant through the Grant Date date of Termination of Service (rounding any partial month to the next whole month) and the denominator of which is 1,095twelve. A Participant is a “Good Leaver” on account Any Awarded Shares (and related dividends) that were unvested at the date of (i) terminating employment with Termination of Service and that exceed the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination pro-rata portion of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant Awarded Shares that become vested and nonforfeitable under this paragraph shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.

Vesting. This Award shall vest in full on As of the Vesting Date date of grant set forth above provided in the Participant is continuously employed by a member Grant Notice, all of the Premier GroupShares shall be unvested, and shall become vested only in accordance with the schedule set forth in the Grant Notice. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant following provisions shall immediately vest apply, (to the extent that, under guidance issued by the Internal Revenue Service, the following provisions would not result in a portion the imposition of an excise tax on the Grantee under Section 409A of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” Internal Revenue Code) on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment of the Grantee with the Premier Group Without Cause Company and its Subsidiaries: (as defined in Section 14 belowa) prior all unvested Shares shall be cancelled upon Grantee's death or Disability, (b) all unvested Shares shall immediately vest upon Grantee's Retirement, (c) all unvested shares shall continue to vest for one year following the Company's, or any of its Subsidiaries', termination of the Grantee's employment without “Cause,” and (d) if, within 13 months following the occurrence of a Change in Control; and (b) In , the event a member Company, or any of the Premier Group (or a successor) its Subsidiaries, terminates the Participant’s Grantee's employment Without Cause without Cause, or the Participant Grantee terminates his or her employment with the Company and its Subsidiaries for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as such terms are defined in the Plan), the Award all Shares shall immediately vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions Plan provisions relating to “Excise Tax Limitations”); provided that, notwithstanding anything to the contrary in this Agreement, in the event that Grantee's employment with the Company terminates at any time on or before the first anniversary of such employment, either as the Award Sharesresult of termination by the Company for Cause or by Grantee other than for Good Reason (all determined in accordance with Grantee's employment agreement with the Company), and all Shares shall be immediately cancelled. Shares which do not vest (or, if applicable, in accordance with the foregoing provisions shall be forfeited) at canceled without payment of consideration to the same time as the Award SharesGrantee. Notwithstanding the foregoing, vesting if any stock of the Award Company is publicly traded on an established securities market or otherwise, and if the Grantee is a “Key Employee” of the Company or an Affiliate (and any dividend equivalentsas defined in Section 416(i) of the Internal Revenue Code without regard to paragraph (5) thereof) no payment shall be prohibited made to the extent that it would violate applicable law Grantee within six months after the Grantee's separation from service (or, if earlier, the date of his or to her death) and the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement Vesting Period shall be interpreted deemed extended to require that date; provided, this provision shall not apply if payment of Shares hereunder would not result in excise tax under guidance provided by the Company to grant dividends or dividend equivalents on any Shares or Award SharesIRS.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In Subject to the event that a Participant terminates Participant’s continued employment due to being a Good Leaver (as defined below)or service through the applicable vesting date, the Participant Option shall immediately vest in and become exercisable at the time(s) set forth on the signature page hereto; provided, however, that vesting of all or a portion of the Award equal Shares subject to the Option may be accelerated pursuant to Sections 3(c) and (d). The Administrator shall have authority to determine if and to the extent that the Option shall have become vested in whole or in part. (b) If the Participant’s employment or service with the Company is terminated prior to the applicable vesting date for any reason other than a Qualifying Termination, Retirement or a termination for Cause, the vested portion, if any, of the Option shall remain exercisable for the period set forth in Section 4(a), and the unvested portion of the Option shall immediately terminate. If the Participant’s employment or service with the Company is terminated due to Retirement, the vested portion, if any, of the Option shall remain exercisable for the period set forth in Section 4(a), and the unvested portion shall continue to vest as if the Participant remained employed or in service. If the Participant’s employment or service with the Company is terminated for Cause, both the vested and unvested portions of the Option shall immediately terminate. (c) Notwithstanding Sections 3(a) and (b) herein, if the Participant’s employment or service with the Company is terminated prior to the applicable vesting date due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Option, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(c), shall be deemed vested and exercisable. The pro-rata portion of the unvested Shares that shall be deemed vested and exercisable shall be determined by multiplying the total number of Award the unvested Shares granted times subject to vesting on the applicable vesting date by a fraction, the numerator of which is the number of calendar days from the Date of active service elapsed since Grant through the Grant Date date of the Qualifying Termination, and the denominator of which is 1,095the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. A Participant is The remaining unvested Shares subject to the Option shall be forfeited as of the date of the Qualifying Termination. Following a Qualifying Termination, the use of the term “Good LeaverShares subject to the Option” on account shall only include the vested portion of the Shares as determined pursuant to the provisions of this Section 3. (d) Notwithstanding the foregoing, in the event of a Change of Control prior to the applicable vesting date, the following shall apply: (i) terminating employment To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Option (or in which the Company is the ultimate parent corporation and does not continue the Option) on substantially similar terms or with the Premier Group due to death, Disability or an Approved Retirement substantially equivalent economic benefits (as defined in Section 14 belowdetermined by the Administrator) or as Options outstanding under the Plan immediately prior to the Change of Control event, the Option shall become fully vested and exercisable. (ii) Further, in the termination event that the Option is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Option will nonetheless become vested and exercisable if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year (or such other period after a Change of Control as may be stated in a Participant’s employment, change in control, consulting or other similar agreement, if applicable) after the effective date of a Change of Control (in which case vesting shall occur as of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the PlanTermination Date), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.

Vesting. This Award shall vest (a) Except as otherwise provided in full on subparagraphs (b), (c), (d) and (e) below, the Vesting Date set forth above Participant will become vested in the Phantom Units awarded pursuant to this Agreement according to the following vesting schedule, provided the Participant is continuously employed by does not incur a member termination of employment or service with the Premier Group. Notwithstanding Employer prior to the foregoing:applicable vesting date (the “Vesting Date”): (ab) In Except as otherwise provided in this Agreement, if the event that a Participant terminates employment due or service with the Employer prior to being a Good Leaver 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 forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined belowin the Plan), all of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant shall immediately terminates employment or service with the Employer on account of Retirement (as defined in the Plan) or if terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis as determined by the Committee in its sole discretion and will be paid as soon as practicable thereafter. (d) If a portion Change of Control (as defined in the Plan) occurs after the Date of Grant of the Award equal Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the number of Award Shares granted times a fractionEmployer, but prior to the numerator of which is the number of days of active service elapsed since the Grant Date Vesting Date, and the denominator of which is 1,095. A Participant is a “Good Leaver” terminates employment or service on account of (i) terminating employment with a termination by the Premier Group due to deathEmployer without Cause, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment resignation for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Plan), during the Change in of Control Period (as defined in the Plan), the Award shall vest in full. The Participant shall be portion of such Phantom Units credited with an amount in cash (without interest) equal to the dividends Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the Participant would have received thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant had been ceases to be employed by, or provide service to, the owner Employer on account of a number of Shares equal termination by the Employer for Cause, any Phantom Units credited to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares Participant’s Phantom Unit Account that have been delivered to the Participant not vested as of the applicable record date. Dividend equivalents such date shall be subject to the same terms immediately terminate and conditions as the Award Shares, become null and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesvoid.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that The Award will vest, if at all, in accordance with Schedule A, attached hereto and made a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion part of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; andthis Agreement. (b) In the event a member Recipient's employment with one of the Premier Group Corporation's Subsidiaries is terminated prior to the end of the three year measurement period set forth in Schedule A (or a successorthe "Measurement Period") terminates due to the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason Recipient's death, Disability (as defined in Section 14 belowsection 409A(a)(2)(C) within of the twelve month period commencing upon Internal Revenue Code of 1986, as amended, (the "Code")), Retirement or termination not for Cause (each an "Early Termination") the Award will vest, if at all, on a Change in Control pro-rata basis and will be paid to the Employee (as defined or, in the Plan)event of the Employee's death, the Award shall vest Employee's designated beneficiary for purposes of the Award, or in fullthe absence of an effective beneficiary designation, the Employee's estate). The Participant shall pro-rata basis will be credited with an amount in cash (without interest) equal to a percentage where the dividends denominator is 36 and the Participant would have received if the Participant had been the owner of a number of Shares equal to numerator is the number of Award Shares; providedmonths from January 1, however2003 through the month of Early Termination, that no amount shall inclusive. The pro-rata basis will be credited with respect to Shares that have been delivered paid to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) Recipient at the same time as Cash Awards and Stock Distributions are made to then current employees who have Awards under the Plan, subject to Section 2(f) of this Agreement. (c) In the event Recipient's employment with one of the Corporation's Subsidiaries is terminated for Cause, or if the Recipient terminates his/her employment with such Subsidiary, each occurring prior to April 20, 2006, the Award Shares. will be forfeited in its entirety. (d) If prior to April 20, 2006, the Recipient becomes an employee of a Subsidiary that is not wholly owned, directly or indirectly, by the Corporation, or if the Recipient begins a leave of absence without reinstatement rights, then in each case the Award will be forfeited in its entirety. (e) [Intentionally omitted] (f) Notwithstanding the foregoingprovisions of Section 2(b), vesting if the Employee is a person subject to section 409A(a)(2)(B)(i) of the Award (and Code, any dividend equivalents) shall payment on account of Retirement or termination not for Cause of the Employee will be prohibited delayed until the sixth month anniversary of the date of separation from employment due to the extent that it would violate applicable law Retirement or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharestermination not for Cause.

Vesting. This Award shall vest in full on the Vesting Date Dates set forth above provided the Participant is remains continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability Company or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control Affiliate (as defined in the Plan). Notwithstanding the foregoing and subject to the Section 1 above, in the event that: (a) the Participant dies or suffers a Disability (as defined in the Plan) while employed by either the Company or an Affiliate, this Award shall vest in full; (b) the Company, terminates the Participant’s employment without Cause or the Participant resigns for Good Reason under the terms of the Employment Agreement between the Company and the Participant dated July 22, 2011, as may be amended from time to time, this Award shall vest in full; and (c) the Company incurs a Deemed Liquidation Event (as defined in the Plan) while the Participant is employed by the Company or an Affiliate, this Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares shares of Common Stock equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shareslaw.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In The PSUs are subject to forfeiture until they vest. Except as otherwise provided herein, the event that a Participant terminates employment due to being a Good Leaver (as defined belowPSUs will vest and become nonforfeitable on the date the Committee certifies the achievement of the Performance Goals in accordance with paragraph 3(b), subject to the Participant achievement of the minimum threshold Performance Goals for payout set forth in Exhibit A attached hereto. The number of PSUs that vest and become payable under this Agreement shall immediately be determined by the Committee based on the level of achievement of the Performance Goals set forth in Exhibit A. (b) Except as otherwise expressly provided in this paragraph 4, if the Grantee’s Termination of Service occurs for any reason prior to the end of the Performance Period, the Grantee shall forfeit all PSUs granted with respect to the Performance Period and neither the Company nor any Related Corporation shall have any further obligations to the Grantee under this Agreement. (c) If the Grantee’s Termination of Service occurs as a result of the Grantee’s death or disability prior to the end of the Performance Period, the Grantee will vest on such date in a pro rata portion of the Target Award equal to calculated by multiplying the number of Target Award Shares granted times by a fraction, the numerator of which is equals the number of days of active service elapsed since that the Grant Date Grantee was employed during the Performance Period and the denominator of which is 1,095. A Participant is equals the total number of days in the Performance Period. (d) If the Grantee’s Termination of Service occurs by reason of the Grantee’s termination by the Company or a “Related Corporation without Cause (or, if the Grantee’s employment agreement so provides, the voluntary termination by the Grantee for Good Leaver” on account Reason) prior to the end of the Performance Period, 100% of the unvested PSUs shall vest as of the date of Termination of Service in the amount of the Target Award. (ie) terminating employment with Upon the Premier Group due to deathoccurrence of a Change in Control during the Performance Period, Disability or if the Committee makes a good faith determination that an Approved Retirement Alternative Award (as defined in Section 14 belowof the Plan) or has not been granted by the acquirer, the Performance Period shall end and the Grantee shall be deemed to have earned an award equal to the greater of: (i) 100% of the unvested PSUs in the amount of the Target Award and (ii) the termination number of PSUs earned by the Grantee based on the actual level of achievement of the Participant’s employment Performance Goals in accordance with Exhibit A as of the Premier Group Without Cause (as defined in Section 14 below) prior to a date of the Change in Control; and, as determined by the Committee. (bf) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon Upon a Change in Control (as defined in during the Plan)Performance Period, if the Committee makes a good faith determination that an Alternative Award has been granted by the acquirer, the Alternative Award shall continue to vest in full. The Participant shall be credited accordance with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesparagraph 4.

Vesting. This Award The Option granted hereunder shall vest in full on three parts. The Option for one-third of the Vesting Date set forth above provided Option Shares shall vest upon [date], if the Participant is continuously employed by a member remains an employee or director of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” Company on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full[date]. The Participant shall earn a vested interest in an additional one-third of the Option Shares if and only if the Company’s [description of performance measure] for the year ended [date] [description of performance target], and the Participant shall earn a vested interest in another additional one-third of the Option Shares if and only if [description of performance target]. [Whether the financial target has been attained] shall be credited determined by the Committee, in consultation with an amount the Company’s accountants and consistent with the Company’s audited financial statements for [year]. Any portion of the Option which does not vest in cash (without interest) equal accordance with the preceding paragraph based upon [the financial performance] immediately shall be forfeited effective [date]. If and to the dividends extent that the Option vests but the Participant would have received if ceases to be an employee or director of the Participant had been Company and such relationship was terminated for Cause, then one hundred percent (100%) of the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount Option shall be credited deemed forfeited. If the Participant’s relationship with respect to Shares that have been delivered to the Participant Company as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (oran employee and, if applicable, director ceases for any other reason (e.g., death, disability, resignation or termination without Cause) prior to [date], then all of the Option Shares immediately shall be forfeitedforfeited as of the date of termination. Notwithstanding anything to the contrary in the Plan, “Cause” means (i) the repeated and willful failure of the Participant to substantially perform his or her duties after a demand for substantial performance is made to the Participant that specifically identifies the manner in which the Company or any Affiliate believes the Participant has not substantially performed such duties; (ii) any willful or grossly negligent misconduct by the Participant which is materially injurious to the Company or any Affiliate, monetarily or otherwise; (iii) the Participant’s conviction of, or plea of guilty or no contest to, a felony; or (iv) an illegal act (or omission), or intentional act (or omission) of dishonesty or misrepresentation, taken by the Participant which is intended to result in the personal enrichment of the Participant at the same time as the Award Shares. Notwithstanding the foregoing, vesting expense of the Award (and Company or any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesAffiliate.

Vesting. This Award Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest in full as follows: a. The Tranche A Shares shall vest as follows: i. of the total Tranche A Shares shall vest on the Vesting Date set forth above , provided the Participant is continuously employed by (or if the Participant is a member Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. ii. of the Premier Grouptotal Tranche A Shares shall vest on , provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. iii. of the total Tranche A Shares shall vest on , provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. iv. of the total Tranche A Shares shall vest on , provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. The Tranche B Shares shall vest as follows: i. Fifty percent (50%) of the Tranche B Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. ii. Fifty percent (50%) of the Tranche B Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. c. Notwithstanding the foregoing: (a) , if a Public Offering shall have been consummated, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death while performing his duties and responsibilities for the Company. If a Public Offering shall have been consummated, in the event the Participant’s death occurs other than while performing his duties and responsibilities for the Company, or in the event of a Termination of Service as a result of the Participant’s Total and Permanent Disability or a Termination of Service by the Company without Cause, the Board may, in its sole discretion, accelerate the vesting of all or any portion of the Awarded Shares not previously vested based on the Participant’s time and performance and other factors, as the Board may deem appropriate. In the event that a Participant terminates employment due to being a Good Leaver (as defined below)Change in Control occurs in which the surviving entity, if any, does not assume the Participant shall obligations of this Award, then immediately vest in a portion of the Award equal prior to the number effective date of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a such Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award all Awarded Shares not previously vested shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesthereupon immediately become fully vested.

Vesting. This Award (1) Except as otherwise provided herein, a Participant shall have a vested right to the portion of his or her Account attributable to Compensation Deferrals and any Benchmark Returns on such Compensation Deferrals. Except as otherwise provided herein, Matching Contributions and Company Contributions, and any amounts attributable to Benchmark Returns on such contributions, shall vest in full on accordance with the Vesting Date provisions set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award SharesAdoption Agreement; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents all such amounts shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting rights of the Award general creditors of the Company as provided in ARTICLE IX hereof. (and any dividend equivalents2) For purposes of this ARTICLE, a Participant's "Years of Service" shall be prohibited to determined by the extent that it would violate applicable law twelve (12) month period (as defined in the Adoption Agreement) of his or to her employment with the extent Company. (3) For purposes of this ARTICLE, a Participant's "Years of Plan Service" shall include Plan Years specified in the Award is Adoption Agreement during which the Participant continues his or her employment with the Company for the entire Plan Year. (b) If elected by the Company in the Adoption Agreement, then, notwithstanding Section 5.1 hereof, a Performance Share Award. Further notwithstanding Participant who attains the foregoing, nothing age specified in this Award the Adoption Agreement shall be interpreted fully vested in amounts credited to require his or her Account, regardless of his or her Years of Service or Years of Plan Service. (c) If elected by the Company in the Adoption Agreement, a Participant who has a termination of employment due to grant dividends Total and Permanent Disability shall be fully vested in the amounts credited to his or dividend equivalents on any Shares her Account regardless of his or Award Sharesher Years of Service or Years of Plan Service. (d) If elected by the Company in the Adoption Agreement, a Participant shall be fully vested in the amounts credited to his or her Account upon a Change of Control, regardless of his or her Years of Service or Years of Plan Service. (e) If elected by the Company in the Adoption Agreement, a Participant shall be fully vested in the amounts credited to his or her Account upon such Participant's death, regardless of his or her Years of Service or Years of Plan Service. (f) Any amounts credited to a Participant's Account that are not vested at the time of his or her termination of employment with the Company shall be forfeited as provided in Section 6.3 hereof.

Vesting. This 3.1 If this is a Time-Based Award, the Restricted Shares subject to this Award Agreement shall vest become unrestricted, fully vested, and non-forfeitable in full the numbers and on the Vesting Date set forth above provided Dates presented below, provided: a. if, on the Award Date, the Participant is continuously employed by a member an employee of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below)Company and/or one of its Subsidiaries, the Participant shall immediately vest in a portion is employed on the Vesting Date, as presented below, by the Company and/or one of its Subsidiaries, or b. if, on the Award equal to the number of Award Shares granted times a fractionDate, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” director of the Company and/or one of its Subsidiaries, the Participant is serving as a director on account the Vesting Date, as presented below, of (i) terminating employment the Company and/or one of its Subsidiaries. 3.2 If this is a Performance-Based Award, the Restricted Shares subject to this Award Agreement shall become unrestricted, fully vested, and non-forfeitable in the numbers and on the Vesting Dates presented below, provided: a. if, on the Award Date, the Participant is an employee of the Company and/or one of its Subsidiaries, the Participant is employed on the Vesting Date, as presented below, by the Company and/or one of its Subsidiaries, or b. if, on the Award Date, the Participant is a director of the Company and/or one of its Subsidiaries, the Participant is serving as a director on the Vesting Date, as presented below, of the Company and/or one of its Subsidiaries. AND the Performance Criteria specified below are achieved. 3.3 If a Change in Control of the Company occurs, all restrictions, terms, criteria, and conditions applicable to all Restricted Shares then outstanding under this Award Agreement shall be deemed lapsed and satisfied, as applicable, and each Participant shall become 100% vested with respect to all Awards granted to such Participant under this Plan as of the Premier Group due date of the Change in Control. The immediately preceding sentence shall apply to death, Disability only those Participants who are employed by or an Approved Retirement (are serving as defined directors of the Company and/or one of its Subsidiaries as of the date of the Change in Section 14 below) or (ii) the termination of Control. 3.4 If the Participant’s employment with or director service to the Premier Group Without Cause (Company and/or its Subsidiaries, as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) applicable, terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon any reason other than a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal prior to the dividends vesting of all or any portion of the Restricted Shares awarded under this Award Agreement, such Restricted Shares shall immediately be cancelled and the Participant would have received if (and the Participant had been the owner of a number of Shares equal to the number of Award Shares; providedParticipant’s estate, howeverdesignated beneficiary, that no amount or other legal representative) shall be credited forfeit any rights or interests in and with respect to Shares that have been delivered any such Restricted Shares. 3.5 If the Participant's employer ceases to the Participant as be a Subsidiary of the applicable record date. Dividend equivalents Company, that event shall be subject deemed to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting constitute a termination of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesemployment under Section 3.4 above.

Vesting. This Award shall vest in full The Grantee must continue as an active employee of an Employing Company during the Performance Period and through the date on which the Vesting Date set forth above provided Committee certifies whether the Participant is continuously employed by a member Performance Goal relating to the Performance Period has been achieved, subject to the Employing Company’s right to terminate the Grantee’s employment at any time, performing such duties consistent with his capabilities. A prorated value of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately Performance Award will vest in a portion of the Award equal to based upon the number of Award Shares granted times complete months worked by the Grantee during the Performance Period, in the event of a fractionGrantee’s termination of employment during the Performance Period by reason of Retirement, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (Termination with Consent, to be calculated and delivered following the end of the relevant Performance Period in accordance with paragraph 2 hereof, provided that the relevant Performance Goal for the Performance Period is achieved and subject to the Committee’s negative discretion. The remaining value of the Performance Award is forfeited immediately upon the Grantee’s termination of employment without consideration or further action being required of the Corporation or the Employing Company. Except as defined provided in Section 14 below) 5 of this Agreement, notwithstanding any other terms or conditions of the Plan, the Administrative Regulations or this Agreement to the contrary, in the event of the Grantee’s termination of employment, the Grantee’s rights under this Agreement will terminate effective as of the date that the Grantee is no longer actively employed by an Employing Company and will not be extended by any notice period mandated under local law (ii) e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of the ParticipantGrantee’s employment with the Premier Group Without Cause (as defined whether or not in Section 14 below) prior to a Change in Control; and (b) In the event a member breach of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Planlocal labor laws), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal Grantee’s right to receive Shares pursuant to the dividends Performance Award after such termination, if any, will be measured by the Participant would have received if the Participant had been the owner date of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as termination of the applicable record date. Dividend equivalents Grantee’s active employment and will not be extended by any notice period mandated under local law; the Committee shall be subject have the exclusive discretion to determine when the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting Grantee is no longer actively employed for purposes of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.

Vesting. This Award shall vest (a) Except as otherwise provided in full on subparagraphs (b), (c) and (d) below, the Vesting Date set forth above Participant will become vested in the Phantom Units awarded pursuant to this Agreement according to the following vesting schedule, provided the Participant is continuously employed by does not incur a termination of service as a non-employee member of the Premier Group. Notwithstanding board of directors of the foregoing:Company (“Non-Employee Director”) prior to the applicable vesting date (the “Vesting Date”): (ab) In Except as otherwise provided in this Agreement, if the event that a Participant terminates employment due service as a Non-Employee Director prior to being 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 forfeited; provided, however, that if the Participant terminates service as a Good Leaver Non-Employee Director on account of death or Disability (as defined belowin the Plan), the Participant shall immediately vest in a portion all of the Award equal to Participant’s unvested Phantom Units shall become vested as of the number date of Award Shares granted times the Participant’s termination of service as a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” Non-Employee Director on account of death or Disability. (ic) terminating employment with If the Premier Group due to death, Disability or an Approved Participant terminates service as a Non-Employee Director on account of Retirement (as defined in Section 14 belowthe Plan) or (ii) prior to the termination of Vesting Date, the Phantom Units credited to the Participant’s employment with Phantom Unit Account that have not vested will vest on a pro-rated basis as determined by the Premier Group Without Committee in its sole discretion and will be paid as soon as practicable thereafter. (d) If a Change of Control (as defined in the Plan) occurs while the Participant is providing service to the Service Recipient and the Participant ceases to serve as a Non-Employee Director, other than on account of a termination for Cause (as defined in Section 14 below) prior to a the Plan), during the Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control Period (as defined in the Plan), the Award shall vest in full. The Participant shall be portion of the Phantom Units credited with an amount in cash (without interest) equal to the dividends Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the Participant would have received if thirty (30) day period following the Participant had been the owner termination of a number of Shares equal service to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesService Recipient.

Vesting. This Award Unless the Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement or Section 11.1(b) of the Plan and subject to the last paragraph of this Section 5, the Restricted Share Units shall vest become vested in full 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 the Plan and provides related services, for 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 set forth above provided Date, and upon the Participant is continuously employed by a member satisfaction of any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Premier GroupRestricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Share Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below)Additionally, the Participant shall immediately Grantee will not vest, pursuant to this Section 5, in Restricted Share Units as to which the Grantee would otherwise vest in as of a portion given date if his or her Termination of the Award equal Service or a breach of any applicable restrictions, terms or conditions with respect to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since such Restricted Share Units has occurred at any time after the Grant Date and prior to the denominator first Vesting Date (the vesting or forfeiture of which such Restricted Share Units to be governed instead by Section 6). If the Grantee is 1,095. A Participant suspended (with or without compensation) or is otherwise not in good standing with the Company or any Subsidiary as determined by the Company’s Chief Legal Officer due to an alleged violation of the Company’s Code of Business Conduct, applicable law or other misconduct (a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the PlanSuspension Event”), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal Company has the right to suspend the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award 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 any dividend equivalents) shall be prohibited prior to the extent that it would violate applicable law Recovery Date, the Grantee dies, is disabled or is terminated without cause, then the provisions of this Section 5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to retirement) or is terminated for cause prior to the extent Recovery Date then the Award is a Performance unvested Restricted Share Award. Further notwithstanding Units will be terminated without any further vesting after the foregoingdate of the Suspension Event, nothing in this Award Agreement shall be interpreted to require unless otherwise agreed by the Company to grant dividends or dividend equivalents on any Shares or Award SharesCompany.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) Participant will become vested in the SARs awarded pursuant to this grant according to the following vesting schedule, provided Participant does not incur a termination of employment or service with the Company (as defined in the Plan) prior to the applicable vesting date (the “Vesting Date”): First anniversary of Date of Grant 1/3 Second anniversary of Date of Grant 1/3 Third anniversary of Date of Grant 1/3 The vesting of the SARs is cumulative, but shall not exceed 100% of the SARs subject to this Agreement. Participant’s SARs shall become fully vested if Participant is employed by, or providing service to, the Company on the third anniversary of the Date of Grant. In the event that that: (1) the Participant dies or becomes disabled (as defined under section 409A(a)(2)(C) of the Internal Revenue Code (the “Code”)) while employed by, or providing services to, the Company; (2) the Participant’s employment with the Company is terminated involuntarily for any reason other than a termination for cause (as defined under the terms of the Participant’s employment or services agreement or, if no such agreement is in force, as determined by the Company in its reasonable discretion) or (3) the Participant terminates employment due to being a Good Leaver Retires (as defined below), the Participant shall immediately vest be deemed fully vested in all shares awarded under this Agreement. (b) If Participant’s employment or service with the Company terminates for any reason other than death, disability, Retirement or an involuntary termination, other than a portion termination for cause, prior to Participant vesting in any of the Award equal to the number of Award Shares granted times a fractionSARs as provided in subparagraph (a), the numerator SARs that are not vested as of which is Participant’s termination of employment or service shall terminate and Participant shall not have any exercise rights with respect to such unvested SARs. (c) The above notwithstanding, in the number of days of active event that Participant’s employment or service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability Company is terminated for “cause” or an Approved Retirement (“willful misconduct,” as defined in Section 14 below) or (ii) under the termination terms of the Participant’s employment with or services agreement (if applicable); or as determined in the Premier Group Without Cause (as defined sole and absolute discretion of the Company, the Participant shall forfeit the right to exercise any vested SARs and the right to settlement of exercised SARs. Additionally, in Section 14 below) prior the event that Participant engages in any conduct in violation or post-employment or post-services covenants or obligations to a Change in Control; andthe Company, the Participant shall forfeit the right to exercise any vested SARs and the right to settlement of exercised SARs. (bd) In the event a member For purposes of the Premier Group (or a successor) terminates this agreement, “Retirement” shall mean the Participant’s voluntary separation of employment Without Cause or following satisfaction of the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in fullRule of 70. The Rule of 70 is satisfied upon (1) completion of at least fifteen (15) years of service with the Company or its related entities; (2) attainment of the age of fifty-five (55) and (3) such Participant’s combined age and service equals at least seventy (70). A Participant shall be credited with an amount in cash may separate upon Retirement subject to providing at least six (without interest6) equal months’ advance notice to the dividends the Participant would have received if the Participant had been the owner of Company and entering into a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms separate three-year non-competition and conditions as the Award Shares, and shall vest (ornon-solicitation agreement, if applicable, be forfeited) at requested by the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesCompany.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In Except to the extent earlier forfeited or vested pursuant to this Section 4 or in the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant on the second anniversary of the Grant Date. (b) If the Holder’s employment by the Company terminates by reason of the Holder’s death or disability, the Award shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant become fully vested as of the applicable record date. Dividend equivalents date of the Holder’s termination of employment. (c) If the Holder’s employment by the Company is terminated by reason of a Qualifying Retirement as defined by the PulteGroup, Inc. Retirement Policy, the Holder shall be subject required to execute a Release, Non-Competition, Non-Solicitation and Confidentiality Agreement in a form satisfactory to the same terms Company and conditions as the Award Sharesshall become vested pursuant to the Treatment of Equity and Long-Term Incentive Awards Upon a Qualifying Retirement provisions of the Retirement Policy as of the date on which the Holder’s release becomes irrevocable. If the Holder does not execute a release or timely revokes such release, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting portion of the Award (which is not vested as of the date of the Holder’s retirement shall not vest and any dividend equivalents) shall be prohibited forfeited by the Holder and transferred, without payment of any consideration to the extent that it would violate applicable law or Holder, to the extent Company (or its assignee or nominee). (d) If the Holder’s employment by the Company is terminated by the Company for Cause, or for any reason other than a reason specified in Section 4(b) or 4(c) hereof, the portion of the Award which is a Performance Share Award. Further notwithstanding not vested as of the foregoing, nothing in this Award Agreement date of the Holder’s termination of employment shall be interpreted forfeited by the Holder and shall be transferred, without payment of any consideration to require the Holder, to the Company (or its assignee or nominee). (a) As used herein, “Cause” shall mean a determination by the Company that the Holder has (i) willfully and continuously failed to grant dividends substantially perform the duties assigned by the Company or dividend equivalents on a Subsidiary with which the Holder is employed (other than a failure resulting from the Holder’s disability), (ii) willfully engaged in conduct which is demonstrably injurious to the Company or any Shares Subsidiary, monetarily or Award Sharesotherwise, including conduct that, in the reasonable judgment of the Company, does not conform to the standard of the Company’s executives or employees, or (iii) engaged in any act of dishonesty, the commission of a felony or a significant violation of any statutory or common law duty of loyalty to the Company or any Subsidiary. 5.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (Except as defined below)otherwise provided otherwise herein, the Participant Shares shall immediately vest ratably in a portion four (4) equal annual increments commencing on the first anniversary of the Award equal to the number Date of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; andGrant. (b) In the event of a member Change of Control, then 50% of the Premier Group Restricted Stock issued under this Agreement and not then vested shall immediately vest and be issued to Grantee. If Grantee’s employment with the Company is terminated by the Company without Cause or Constructively Terminated at any time after a Change of Control and prior to the fifth anniversary of the Date of the Grant then the remaining unvested Restricted Stock issued pursuant to this Agreement shall immediately vest and be issued to Grantee. (c) For purposes hereof, termination for “Cause” shall mean any termination for: (i) refusal to perform duties assigned, or disobedience of orders and directives issued to Grantee; (ii) violation of any rule or regulation of which Grantee has notice and that may be established from time to time for the conduct of the Company’s business; (iii) unlawful misconduct by Grantee, including, without limitation, the commission of an act of fraud or embezzlement against the Company or commission of a crime involving moral turpitude; (iv) consistent willful misconduct or negligence in performing Grantee’s duties as assigned by the Company from time to time; or (v) breach of fiduciary duty in connection with Grantee’s employment by the Company. For purposes hereof, “Constructively Terminated” shall mean Grantee’s voluntary termination of employment with the Company after any of the following shall occur without the Grantee’s express prior written consent: (i) the assignment to Grantee of any duties or responsibilities that result in a material diminution or adverse change in Grantee’s position, status or circumstances of employment, but shall not include a mere change in title or reporting relationship; (ii) the Grantee’s base salary is reduced more than ten percent (10%) by the Company, or there is a material reduction in the other benefits that are in effect for the Grantee; (iii) relocation of the Grantee’s principal place of employment to a place located outside of Austin, Texas, except for required travel by Grantee for the Company to an extent substantially consistent with Grantee’s business travel obligations at the time of a Change of Control; or (iv) material breach by the Company of the terms of Grantee’s employment after written notice of such and reasonable opportunity to cure, including the failure by the Company to obtain the assumption of the provisions of this Agreement by any successor or assign of the Company. For purposes hereof, “Change of Control” means the occurrence of any of the following events, as a result of one transaction or a successorseries of transactions: (i) terminates any “person” (as that term is used in Sections 13(d) and 14(d) of the Participant’s employment Without Cause Exchange Act (as defined below), but excluding the Company, its affiliates and any qualified or non-qualified plan maintained by the Participant terminates his employment for Good Reason Company or its affiliates) becomes the “beneficial owner” (as defined in Section 14 belowRule 13d-3 promulgated under such Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities; (ii) within individuals who constitute a majority of the twelve month period commencing upon Board immediately prior to a Change in Control contested election for positions on the Board cease to constitute a majority as a result of such contested election; (iii) the Company is combined (by merger, share exchange, consolidation, or otherwise) with another corporation and as defined a result of such combination, less than 50% of the outstanding securities of the surviving or resulting corporation are owned in the Plan), aggregate by the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as former stockholders of the applicable record date. Dividend equivalents shall be subject Company; (iv) the Company sells, leases, or otherwise transfers all or substantially all of its properties or assets to the same terms and conditions as the Award Shares, and shall vest another person or entity; or (or, if applicable, be forfeitedv) at the same time as the Award Shares. Notwithstanding the foregoing, vesting a dissolution or liquidation of the Award (and any dividend equivalents) shall be prohibited to Company or a partial liquidation involving 50% or more of the extent that it would violate applicable law or to assets of the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesCompany.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In The performance period for the event that a Participant terminates employment due to being a Good Leaver PRSUs shall be the period beginning January 1, 2023 and ending on December 31, 2025 (or, if earlier and as defined below)otherwise provided in this Agreement, the Participant shall immediately vest in a portion consummation of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. For the purposes of this Agreement, Change in Control will have the meaning set forth in the Participant’s Employment Agreement with the Company dated as of September 21, 2007, as amended from time to time (the “Employment Agreement”), provided, however that subclauses (iv) and (v) of such definition shall not apply for purposes of this Agreement. ​ ​ As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event a member of the Premier Group occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (or a successori) terminates If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change in Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment Without Cause or with the Participant terminates his employment for Good Reason (as defined in Section 14 below) within Company terminated before the twelve month period commencing upon a Change in Control by the Company without cause (as defined in the Plan), by the Award Participant for Good Reason (as defined in the Employment Agreement), or on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in full. The Participant the Target PRSUs if such Change in Control has been consummated pursuant to a definitive agreement in effect at the time of such termination of employment or an alternative definitive agreement entered into subsequent to such original definitive agreement and shall be credited with an amount otherwise earn and vest in cash the Pro Rata Portion (without interestpursuant to Section 6(c)) equal to of the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant Target PRSUs as of the applicable record date. Dividend equivalents Change in Control, in each case as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be subject to settled on the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting effective date of the Award Change in Control and (z) any PRSUs (and any dividend equivalentsrelated Dividend Equivalents) that do not become earned and vested on the Change in Control shall be prohibited forfeited and cancelled with no consideration. (c) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are assumed or exchanged for an equivalent substitute award by the Company or its successor and either (1) the Participant remains employed by the Company on the date that is six (6) months after the date of such Change in Control (the “6-Month Anniversary Date”) or (2) after the Change in Control but before the 6-Month Anniversary Date, the Participant’s Service with the Company is terminated by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), or on account of the Participant’s death or disability, then (to the extent that it would violate applicable law not previously vested in accordance with Section 4(a) or to Section 6(b)), (i) the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement 6-Month Anniversary Date shall be interpreted to require the Company to grant dividends last day of the Measurement Period, (ii) the Target PRSUs shall be earned and vested as of the 6-Month Anniversary Date if the preceding clause (1) applies or dividend equivalents as of the date of termination of the Participant’s Service if the preceding clause (2) applies, in each case as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (iii) such Target PRSUs shall be settled within thirty days of the 6-Month Anniversary Date if the preceding clause (1) applies or within thirty days of the date of termination of the Participant’s Service if the preceding clause (2) applies and (iv) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on any Shares or Award Sharesthe 6-Month Anniversary Date shall be forfeited and cancelled with no consideration.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date July 1, 2013 and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment with the Premier Group Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.

Vesting. This Award The Issued Shares shall initially be unvested and subject to ------- cancellation in accordance with the provisions of Paragraph C.2 hereof. The following vesting schedule shall be in effect for the Issued Shares: The Issued Shares shall vest in full on three (3) successive equal annual installments upon Participant's completion of each year of Service over a three-year period measured from the Vesting Date set forth above provided date of this Agreement; provided, however, that any unvested shares shall automatically vest upon the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoingoccurrence of: (ai) In the event that a Participant terminates employment due to being a Good Leaver Participant's cessation of Service by reason of normal retirement (as defined belowage 65) or approved early retirement (age 55 plus 5 years Service), or (ii) the Participant's termination of Service by reason of death or Permanent Disability. Upon vesting, the Participant shall immediately vest in acquire a portion fully-vested interest in, and the transfer restrictions of Paragraph B hereof and the cancellation provisions of Paragraph C.2 hereof shall terminate with respect to, the vested Issued Shares. The vested Issued Shares shall be released from escrow as soon as administratively practicable, subject to the Corporation's collection of the Award equal applicable Withholding Taxes. For purposes of the vesting provisions of this Paragraph C.1, Service shall mean the Participant's performance of services for the Corporation (or any Parent or Subsidiary) in the capacity of an Employee or a non-employee member of the board of directors of any Subsidiary. Participant shall be deemed to cease such Service immediately upon the number occurrence of Award Shares granted times a fraction, either of the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of following events: (i) terminating employment with Participant no longer performs services in any of the Premier Group due to death, Disability foregoing capacities for the Corporation (or an Approved Retirement (as defined in Section 14 belowany Parent or Subsidiary) or (ii) the termination entity for which Participant performs such services ceases to remain a Parent or Subsidiary of the Participant’s employment with Corporation, even though Participant may subsequently continue to perform services for that entity. Service shall not be deemed to cease during a period of military leave, sick leave or other personal leave approved by the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award SharesCorporation; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited except to the extent that it would violate applicable otherwise required by law or to expressly authorized by the extent Plan Administrator or the Award is a Performance Share Award. Further notwithstanding the foregoingCorporation's written leave of absence policy, nothing in this Award Agreement no Service credit shall be interpreted to require given for vesting purposes for any period the Company to grant dividends or dividend equivalents Participant is on any Shares or Award Sharesa leave of absence.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant The Grant Shares shall immediately vest and become non-forfeitable in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment accordance with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination following schedule: Earned Portion of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and«Vestingdate1» «shares» «Vestingdate2» «shares1» «Vestingdate3» «shares2» «Vestingdate4» «Shares4» «Vestingdate5» «Shares5» (b) In Notwithstanding the event a member vesting schedule set forth above, such vesting schedule may be accelerated by the Board of Directors or the Compensation Committee of the Premier Group Board of Directors (the “Committee”) in their sole decision. (c) Upon the vesting date the earned portion of the Grant Shares shall be issued to the Recipient in accordance with the Plan and the terms hereof including Section 3 below. (d) If the Recipient is terminated by the Company or a successor) terminates the Participant’s employment Without its Subsidiaries for Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), voluntarily terminates employment by the Award Company or its Subsidiaries or if Recipient’s service to the Company is Terminated because of death or Disability of Recipient, prior to the satisfaction of the vesting provisions set forth above, no further portion of the Grant Shares shall vest in full. The Participant become vested pursuant to this Agreement and such unvested Grant Shares shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant forfeited effective as of the applicable record date. Dividend equivalents date that the Recipient ceases to be so employed by the Company. (e) Nothing in the Plan or this Agreement shall be subject confer on Recipient any right to continue in the same terms and conditions as employ of, or other relationship with, the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting Company or any Subsidiary of the Award (and Company, or limit in any dividend equivalents) shall be prohibited to way the extent that it would violate applicable law right of the Company or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require any Affiliate or Subsidiary of the Company to grant dividends terminate Recipient’s employment or dividend equivalents other relationship at any time, with or without Cause. This Agreement does not constitute an employment contract. This Agreement does not guarantee employment for the length of time of the vesting schedule set forth above or for any portion thereof. (f) Recipient understands that Recipient may suffer adverse tax consequences as a result of the grant, vesting or disposition of the Grant Shares. Recipient represents that Recipient has consulted with his or her own independent tax consultant(s) as Recipient deems advisable in connection with the grant, vesting or disposition of the Grant Shares and that Recipient is not relying on the Company for any Shares or Award Sharestax advice.

Vesting. This (a) The Award shall vest in full on the earliest of the following dates (each, a “Vesting Date set forth above Date”): (i) the Participant’s death; (ii) the Participant’s becoming Disabled; (iii) in accordance with Section 13.1(c) of the Plan, the Participant’s involuntary Termination of Employment without Cause at any time during the two (2) year period commencing on a Change in Control (a “Change in Control Termination”); or (iv) as follows, provided that, the Participant is continuously employed has not had a Termination of Employment (other than a Termination of Employment by a member reason of Retirement, if applicable) at any time prior to the Premier Group. Notwithstanding the foregoing: (a) In the event applicable Vesting Date, and provided further, that a Participant terminates employment due with respect to being a Good Leaver Participants who are not Retirement-Eligible Participants (as defined below), the following schedule shall be subject to any additional vesting rights granted to the Participant by the Company pursuant to an employment letter or agreement or other contractual arrangement between the Company and the Participant: For the avoidance of doubt, with respect to Retirement-Eligible Participants, the foregoing schedule shall immediately vest not be subject to any additional vesting rights granted to the Participant by the Company pursuant to an employment letter or agreement or other contractual arrangement between the Company and the Participant. (b) There shall be no proportionate or partial vesting of the Award prior to the Vesting Dates. (c) Except as provided in Section 2(d) below (if applicable), if all or a portion of the Award equal to is not vested on the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination date of the Participant’s employment Termination of Employment, the unvested portion of the Award shall be automatically forfeited in its entirety as of the date of such Termination of Employment. (d) Solely with respect to Participants who are or may become eligible for a Termination of Employment due to Retirement prior to any Vesting Date (each, a “Retirement-Eligible Participant”), if such Participant's Termination of Employment is by reason of Retirement and the Participant provides the Committee or its designee with not less than six months written notice (such date, the “Notice Date”) of the Participant's intent to terminate the Participant's service with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In Company, the event a member unvested portion of the Premier Group (or a successor) terminates Award, if any, shall be deemed to be vested in full on the date of the Participant’s Termination of Employment by reason of Retirement (the “Deemed Vesting Date”), except that the Deemed Vesting Date shall not be treated as a Vesting Date for purposes of this Agreement, and no payment shall be made on the Deemed Vesting Date. The Participant acknowledges and agrees that the Company shall withhold from the Participant’s compensation the aggregate amount of employment Without Cause taxes due with respect to the Award as of the Notice Date under federal, state, local or foreign laws, solely to the Participant terminates his employment for Good Reason (as defined in Section 14 below) within extent required by applicable law. Notwithstanding the twelve month period commencing upon a Change in Control (as defined definition of “Retirement” set forth in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting for purposes of the Award and this Agreement, the term “Retirement” shall mean a Participant’s Termination of Employment due to a voluntary resignation at or after the earlier of: (1) the attainment of age fifty-five (55) and any dividend equivalentsthe completion of five (5) shall be prohibited to years of service, and (2) the extent attainment of an age plus completed years of service that it would violate applicable law or to equals sixty-five (65) and the extent the Award is completion of a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesminimum of two (2) years of service.

Vesting. This Award (a) The Restricted Stock Units shall vest in full vest, and the right to receive shares of Common Stock pursuant to the Restricted Stock Units shall be based upon the achievement by the Company of the performance criteria as set forth on Exhibit A (“Performance Criteria”) over the Measurement Period (as defined above), provided that the Grantee shall have provided Continuous Service to the Company through the last day of the Measurement Period (the “Vesting Date”). Within 30 business days following the Vesting Date and subject to the Committee’s final determination of the achievement of the Performance Criteria, the Company shall deliver to the Grantee one share for each Restricted Stock Unit in which Grantee becomes entitled as described herein and such Restricted Stock Unit shall terminate. Except as expressly set forth above provided herein, no additional Restricted Stock Units shall vest after the Participant is continuously employed by a member date of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver termination of Grantee’s “Continuous Service” (as defined below). (b) As used herein, the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a term “Good LeaverContinuous Service” on account of means (i) terminating employment with by either the Premier Group due to deathCompany or any Parent or Subsidiary of the Company, Disability or an Approved Retirement (as defined by any successor entity following a Corporate Transaction, which is uninterrupted except for vacations, illness, or leaves of absence which are approved in Section 14 below) writing by the Company or any of such other employer corporations, if applicable, or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (service as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group Board of Directors of the Company until Grantee resigns, is removed from office, or Xxxxxxx’s term of office expires and he or she is not reelected, (iii) or so long as engaged as a Consultant or other Service Provider. The Grantee’s Continuous Service shall not terminate merely because of a change in the capacity in which the Grantee renders service to the Company or a successorcorporation or subsidiary corporation described in clause (i) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon above. For example, a Change in Control (as defined change in the Plan), the Award shall vest in full. The Participant shall be credited with Grantee’s status from an amount in cash (without interest) equal employee to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as Non-Employee Director or Consultant will not constitute an interruption of the applicable record date. Dividend equivalents shall be subject to Grantee’s Continuous Service, provided there is no interruption in the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award SharesGrantee’s performance of such services. Notwithstanding the foregoing, vesting for any employee of a subsidiary of the Award (and any dividend equivalents) Company located outside the United States, such employee’s Continuous Service shall be prohibited deemed terminated upon the commencement of such employee’s “garden leave period,” “notice period,” or other similar period where such employee is being compensated by such subsidiary but not actively providing service to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharessuch subsidiary.

Vesting. This Award Unless the Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement or Section 11.1(b) of the Plan and subject to the last paragraph of this Section 5, the Restricted Share Units shall vest in full become vested on the Vesting Date set forth above Date; provided that the Participant is continuously employed by a member Grantee continues to hold on the Vesting Date, in Grantee’s name, all of the Premier GroupSHIP Shares received by Grantee from the Company under the Plan on ________, 20__ (the “SHIP Restriction”). Notwithstanding On the foregoing: (a) In Vesting Date, and upon the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion satisfaction of the Award equal to the number of Award Shares granted times a fractionSHIP Restriction and any other applicable restrictions, the numerator of which is the number of days of active service elapsed since the Grant Date terms and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to deathconditions, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited any RSU Dividend Equivalents with respect to Shares the Restricted Share Units that have been delivered not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the Participant as of extent that the applicable record date. Dividend equivalents Restricted Share Units related thereto shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shareshave become vested in accordance with this Agreement. Notwithstanding the foregoing, the Grantee will not vest, pursuant to this Section 5, in Restricted Share Units as to which the Grantee would otherwise vest as of a given date if his or her Termination of Service or a breach of any applicable restrictions, terms or conditions with respect to such Restricted Share Units has occurred at any time after the Grant Date and prior to the Vesting Date (the vesting or forfeiture of such Restricted Share Units to be governed instead by Section 6). In addition, in the event the Grantee is suspended (with or without compensation) or is otherwise not in good standing with the Company or any Subsidiary as determined by the Company’s General Counsel due to an alleged violation of the 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 Award Restricted Share Units until the day after the Company (as determined by the General Counsel or his/her designee) has determined (x) the suspension is lifted or (y) the Company determines lack of good standing has been cured (each, the “Recovery Date”). If the Suspension Event has occurred and any dividend equivalents) shall be prohibited prior to the extent that it would violate applicable law Recovery Date, the Grantee dies, is disabled or is terminated without cause, then the provisions of this Section 5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to retirement) or is terminated for cause prior to the extent Recovery Date then the Award is a Performance unvested Restricted Share Award. Further notwithstanding Units will be terminated without any further vesting after the foregoingdate of the Suspension Event, nothing in this Award Agreement shall be interpreted to require unless otherwise agreed by the Company to grant dividends or dividend equivalents on any Shares or Award SharesCompany.

Vesting. This Award (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall vest in full on not be vested as of the Vesting Grant Date set forth above provided and shall be forfeitable unless and until otherwise vested pursuant to the Participant is continuously employed by terms of this Agreement. Subject to Participant’s continued service as a member of the Premier GroupBoard, the Award shall become vested with respect to 100% of the Stock Units awarded hereunder on __________ (“Vesting Date”). Notwithstanding Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” Except as provided in Paragraphs 3(b) or (c), upon the foregoing:cessation of Participant’s service as a member of the Board for any reason, the Unvested Units shall be forfeited by Participant and cancelled and surrendered to the Company without payment of any consideration to Participant. (ab) In Notwithstanding anything herein or in the event that Plan to the contrary, upon the termination of Participant’s service as a Participant terminates employment due to being a Good Leaver member of the Board by reason of Participant’s death or disability (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as such term if defined in Section 14 below22(e) or (ii) of the Code), all Unvested Units shall vest as of the date of such termination of service. (c) Notwithstanding anything herein or in the Participant’s employment with Plan to the Premier Group Without Cause (as defined in Section 14 below) prior to contrary, upon the occurrence of a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award shall be accelerated such that 100% of the aggregate number of Stock Units subject to the Award (and any dividend equivalentsas set forth in Paragraph 2 above) shall be prohibited or become Vested Units as of immediately prior to the extent that it would violate applicable law or to consummation of the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing Change in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesControl.

Vesting. This (a) Except as set forth in (b), (c), (d) and (e) below, the Grantee shall become vested in the Award as follows: (i) of the shares subject to the Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member _____________; (ii) of the Premier Group. Notwithstanding shares subject to the foregoing:Award shall vest on _____________; and (aiii) In of the event that a Participant shares subject to the Award shall vest on _____________. (b) If the Grantee’s employment with the Company and all subsidiaries terminates employment due to being the Grantee’s death or disability, a Good Leaver (as defined below), the Participant shall immediately vest in a portion prorata number of unvested shares of Common Stock subject to the Award equal shall vest, such number to be determined by multiplying the number of Award Shares granted times unvested shares by a fraction, the numerator of which is the number of days full months that have elapsed from the Date of active service elapsed since Award to the Grant Date termination of employment and the denominator of which is 1,095the number of full months in the vesting period. A Participant is a Award shares that do not vest shall be forfeited. For this purpose “Good Leaverdisability” on account has the meaning, and will be determined, as set forth in the Company’s long term disability program in which the Grantee participates. (c) Any unvested shares of (i) terminating employment with Common Stock subject to the Premier Group due Award shall be forfeited to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the Company upon termination of the ParticipantGrantee’s employment with the Premier Group Without Cause (Company and all subsidiaries for any reason other than death or disability as defined described in Section 14 below7(b) prior above. In the event that the Grantee forfeits any or all of the unvested shares, all of the Grantee’s rights, title and interest with respect to such forfeited shares, including the right to receive any cash dividends accrued with respect thereto, shall automatically lapse and be of no further force or effect. The Grantee hereby irrevocably designates and appoints the Secretary of the Company as the Grantee’s agent and attorney in fact, to act for or on behalf of the Grantee and in his or her name and xxxxx, for the limited purpose of executing any documents and instruments to further evidence the forfeiture of the unvested shares and the transfer of such shares back to the Company. (d) If there is a Change in Control of the Company, and the Grantee has remained in continuous employment with the Company or a Subsidiary until such date: (i) unless the Award is continued or assumed by a public company in an equitable manner, all of the shares of Common Stock subject to the Award shall vest as of the date of the Change in Control; and (bii) In if the event Award is continued or assumed by a member public company in an equitable manner, the shares of Common Stock subject to the Premier Group (or a successor) terminates Award shall continue to vest as provided in this Section 7; provided that if within two years following the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control the Company terminates the Grantee’s employment without cause (as determined by the Committee in its sole discretion, unless otherwise defined in the PlanGrantee's employment agreement with the Company), the Award unvested shares of Common Stock shall vest in full. fully vest. (e) The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner foregoing provisions of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents this Section 7 shall be subject to the same terms provisions of any written employment or severance agreement that has been or may be executed by the Grantee and conditions as the Award SharesCompany, and shall vest (or, if applicable, be forfeited) at the same time as provisions in such employment or severance agreement concerning the Award Shares. Notwithstanding the foregoing, vesting of the an Award (and shall supersede any dividend equivalents) shall be prohibited to the extent that it would violate applicable law inconsistent or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in contrary provision of this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesSection 7.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by providing services as a member of director through the Premier GroupVesting Date. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment service due to being death, Disability, termination from the Board as a Good Leaver (as defined below)result of term limitations imposed by the Corporate Governance Guidelines of the Company, the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control365; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or that the Participant terminates his employment for Good Reason (is serving as defined in Section 14 below) within a director on the twelve month period commencing upon Board at the time of a Change in Control (as defined in the Plan)Control, the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Awardlaw. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that The Award will vest, if at all, in accordance with Schedule A, attached hereto and made a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion part of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; andthis Agreement. (b) In the event a member Recipient's employment with one of the Premier Group Corporation's Subsidiaries is terminated prior to the end of the three year measurement period set forth in Schedule A (or a successorthe "Measurement Period") terminates due to the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason Recipient's death, Disability (as defined in section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended, (the "Code")), Retirement (subject to Section 14 below4) within or termination not for Cause (each an "Early Termination") the twelve month period commencing upon Award will vest, if at all, on a Change in Control pro-rata basis and will be paid to the Employee (as defined or, in the Plan)event of the Employee's death, the Award shall vest Employee's designated beneficiary for purposes of the Award, or in fullthe absence of an effective beneficiary designation, the Employee's estate). The Participant shall pro-rata basis will be credited with an amount in cash (without interest) equal to a percentage where the dividends denominator is 36 and the Participant would have received if the Participant had been the owner of a number of Shares equal to numerator is the number of Award Shares; providedmonths from January 1, however2004 through the month of Early Termination, that no amount shall inclusive. This pro-rata basis will be credited with respect to Shares that have been delivered paid to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) Recipient at the same time as Cash Awards and Stock Distributions are made to then current employees who have Awards under the Plan, subject to Section 2(f) of this Agreement. (c) In the event Recipient's employment with one of the Corporation's Subsidiaries is terminated for Cause, or if the Recipient terminates his/her employment with such Subsidiary, each occurring prior to April 19, 2007, the Award Shares. Notwithstanding shall be forfeited in its entirety. (d) If prior to April 19, 2007, the foregoingRecipient becomes an employee of a Subsidiary that is not wholly owned, vesting directly or indirectly, by the Corporation, or if the Recipient begins a leave of absence without reinstatement rights, then in each case the Award shall be forfeited in its entirety. (e) In the event of a Change in Control of the Award (and any dividend equivalents) shall be prohibited Corporation prior to the extent that it would violate applicable law or to distribution of the extent Award, the Award will be paid within 60 days of the date of the Change in Control. In such event, the vesting date will be the date of the Change in Control. The term "Change in Control" is a Performance Share Award. Further notwithstanding the foregoing, nothing defined for purposes of this Agreement in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesSection 7.

Vesting. This A. The Participant shall have a non-forfeitable right to a portion of the Award only upon the vesting dates specified on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of any Award shall vest in full become vested on the Vesting Date set forth above provided vesting date unless the Participant is then, and since the Grant Date has continuously employed by a member been, in service with the Company or any Affiliate. If the Participant ceases to be in the service with the Company and its Affiliates for any reason, any then-outstanding and unvested portion of the Premier Group. Notwithstanding Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the foregoingPlan. B. The Award will become vested on the earlier of the (i) 20[●] annual stockholders meeting and (ii) one-year anniversary of the Grant Date (as applicable, the “Vesting Period”). C. Except as otherwise provided in the Plan, upon termination of the Participant’s service with the Company and its Affiliates for any reason, any portion of the Award that is not then vested will promptly terminate, except as follows: (ai) In any portion of the event that a Award held by the Participant terminates employment due immediately prior to being a Good Leaver the Participant’s termination of service on account of Retirement (as defined below), death or Disability will, to the extent not vested previously, become fully vested upon the Participant’s Retirement, death or Disability. [“Retirement” for the purposes of this Agreement as to any Participant shall immediately vest in a portion of mean such person's leaving the Award equal to Board under the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of following circumstances: (i) terminating employment with as of the Premier Group due to deathannual stockholders meeting that occurs in the year in which such Participant reaches age 75, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) upon the completion of such person's current term provided he or she has provided the Board with at least six months prior written notice of retirement, but not including such Participant's termination For Cause, as determined by the Committee. Notwithstanding the foregoing, a Participant elected to the Board other than at an annual stockholders meeting shall not be eligible for Retirement pursuant this clause (i) of this Section 2.C until the Participant’s employment with completion of a term for which such Participant is elected to serve by the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Controlstockholders at an annual stockholders meeting]1; and (bii) In upon the event occurrence of a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Corporate Change in Control (as defined in the Plan)Control, the Award RSUs, to the extent unvested, shall vest in full. The Participant Such vested RSUs shall be credited with an amount settled within thirty (30) days following such Corporate Change in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesControl.

Vesting. This (a) Except as set forth in (b), (c), (d) and (e) below, the Grantee shall become vested in the Award as follows: (i) of the RSUs subject to the Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member __________________; (ii) of the Premier Group. Notwithstanding RSUs subject to the foregoing:Award shall vest on __________________; and (aiii) In of the event that a Participant RSUs subject to the Award shall vest on __________________. (b) If the Grantee’s employment with the Company and all subsidiaries terminates employment due to being the Grantee’s death or disability, a Good Leaver (as defined below), the Participant shall immediately vest in a portion prorata number of unvested shares of Common Stock subject to the Award equal shall vest, such number to be determined by multiplying the number of Award Shares granted times unvested shares by a fraction, the numerator of which is the number of days full months that have elapsed from the Date of active service elapsed since Award to the Grant Date termination of employment and the denominator of which is 1,095the number of full months in the vesting period. A Participant is a Award shares that do not vest shall be forfeited. For this purpose “Good Leaverdisability” on account of has the meaning, and will be determined, as set forth in the Company’s long term disability program in which the Grantee participates. (ic) terminating employment with If the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the ParticipantGrantee’s employment with the Premier Group Without Cause (Company and all Subsidiaries terminates for any reason other than death or disability as defined described in Section 14 below6(b) prior to a Change in Control; and (b) In the event a member of the Premier Group (above or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon following a Change in Control as described in Section 6(d)(ii) below, unvested RSUs subject to the Award shall be forfeited to the Company, and the Grantee’s rights, title and interest with respect to such forfeited RSUs shall automatically lapse and be of no further force or effect. The Grantee hereby irrevocably designates and appoints the Secretary of the Company as the Grantee’s agent and attorney in fact, to act for or on behalf of the Grantee and in his or her name and xxxxx, for the limited purpose of executing any documents and instruments to further evidence the forfeiture of the unvested RSUs. (as defined d) If there is a Change in Control of the Plan)Company, and the Grantee has remained in continuous employment with the Company or a Subsidiary until such date: (i) unless the Award is continued or assumed by a public company in an equitable manner, all of the RSUs subject to the Award shall vest as of the date of the Change in full. The Participant Control, and the Company shall be credited with an amount in cash (without interest) equal immediately distribute to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award SharesGrantee his RSU Account as described in Section 7; provided, however, that no amount if the Change in Control does not constitute a “change in control” as described in Treas. Reg. §1.409A-3(i)(5), then distribution of the RSU Account shall be credited deferred until the date of the Grantee’s termination of employment with respect to Shares that have been delivered the Company and all Subsidiaries; and (ii) if the Award is continued or assumed by a public company in an equitable manner, the RSUs subject to the Participant Award shall continue to vest as provided in this Section 6; provided that if within two years following the Change in Control the Company terminates the Grantee’s employment without cause (as determined by the Committee in its sole discretion, unless otherwise defined in the Grantee's employment agreement with the Company), the unvested RSUs shall fully vest and the Company shall immediately distribute to the Grantee his RSU Account as described in Section 7. (e) The foregoing provisions of the applicable record date. Dividend equivalents this Section 6 shall be subject to the same terms provisions of any written employment or severance agreement that has been or may be executed by the Grantee and conditions as the Award SharesCompany, and shall vest (or, if applicable, be forfeited) at the same time as provisions in such employment or severance agreement concerning the Award Shares. Notwithstanding the foregoing, vesting of the an Award (and shall supersede any dividend equivalents) shall be prohibited to the extent that it would violate applicable law inconsistent or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in contrary provision of this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesSection 6.

Vesting. This (a) The Unit Award shall vest become Vested on the basis of one Unit to one share of Common Stock only upon the Vesting Dates and the satisfaction of the performance criteria, if any, as set forth in full the Vesting Schedule, and the Dividend Equivalent Award shall become Vested only upon the vesting of the underlying Unit Award and only if a cash dividend has actually been declared and issued on the Common Stock on or after the Grant Date and on or before the Payment Date of the underlying Unit, in each case except as otherwise provided herein or determined by the Company in its sole discretion. No portion of any Award shall become Vested on the Vesting Date set forth above provided unless the Participant Employee is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below)then, the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed and since the Grant Date and has continuously been, employed by the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability Company or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; andAffiliate. (b) In the event that the Employee takes a member leave of absence from his or her employment prior to a Vesting Date, the Premier Group Company has the discretion to suspend vesting during such leave of absence as provided for in the Company’s leave policy, to the extent permitted by applicable law. Upon the Employee’s return to active work, vesting will resume; however, unless otherwise provided in the Company’s leave policy, or otherwise required by applicable law, the Employee will not receive credit for any vesting during the leave of absence period. (or a successorc) terminates In the Participantevent that the Employee’s employment Without Cause terminates prior to a Vesting Date for any reason, including without limitation (1) death, (2) disability, or (3) termination by the Participant terminates his employment for Good Reason Company or any Affiliate, or (4) other termination of employment, as defined further described in Section 14 below7(j)(iii) within the twelve month period commencing upon a Change in Control (as defined in the Plan)of this Agreement, the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting any portion of the Award that has not then become Vested will be forfeited automatically. (and any dividend equivalentsd) shall be prohibited to In the extent that it would violate applicable law event of a merger or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require acquisition of the Company in which the Company is not the surviving entity, or a sale of substantially all of the Company’s assets, the Company may, in its sole discretion, accelerate the Vesting of all or any portion of any Award, unless the surviving entity agrees to grant dividends assume or dividend equivalents on any Shares or Award Sharesprovide substituted awards in respect of the portion of the Awards that have not yet become Vested.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (Except as defined described below), the Participant shall immediately become vested in his Award on the last day of the Performance Period if he remains in continuous employment with the Company or a subsidiary until such date. (b) If prior to the last day of the Performance Period the Participant's employment with the Company and all subsidiaries terminates due to the Participant's death, disability or retirement, and the Participant's service on the Board does not continue thereafter, the Award shall remain outstanding and after the end of the Performance Period shall be adjusted as described in Section 7. The Participant shall vest in a portion number of PSUs subject to the Award equal to as adjusted, determined by multiplying the number of Award Shares granted times adjusted PSUs by a fraction, the numerator of which is the number of days full months that elapsed from the first day of active service elapsed since the Grant Date Performance Period to the date of termination of employment and the denominator of which is 1,095. A Participant is a “Good Leaver” on account the number of full months in the Performance Period. (ic) terminating If prior to the end of the Performance Period the Participant's employment with the Premier Group due Company and all subsidiaries terminates for any reason and the Participant's service on the Board continues thereafter, the Participant shall continue to death, Disability or an Approved Retirement vest in his Award as if he had continued in employment. If the Participant's service on the Board subsequently terminates prior to the end of the Performance Period for any reason other than for cause (as defined determined by the remaining Board members in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plantheir sole discretion), the Award shall adjust and vest as described in full. The Participant shall be credited Section 5(b), with an amount in cash the numerator of the fraction including full months of employment with the Company and service on the Board. (without interestd) equal If prior to the dividends last day of the Participant would have received if Performance Period there is a Change in Control of the Participant had been Company, the owner of a number of Shares equal to the number of Participant's Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant immediately vest as of the applicable record date. Dividend equivalents such date and shall not be subject to the same terms and conditions adjustment described in Section 7. (e) Any PSUs that do not vest as described above upon the Award SharesParticipant's termination of employment or termination of service on the Board shall be forfeited to the Company. (f) For purposes of this Section 5: (i) “disability” (A) while the Participant is employed, has the meaning, and shall vest will be determined, as set forth in the Company's long term disability program in which the Participant participates, and (or, if applicable, be forfeitedB) at while the same time as Participant is a Non-Employee Director means the Award Shares. Notwithstanding the foregoing, vesting inability of the Award Participant to engage in any substantial mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months; and (and any dividend equivalentsii) shall be prohibited to “retirement” means the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require Participant's termination from employment with the Company to grant dividends and all subsidiaries without cause (as determined by the Committee in its sole discretion) when the Participant is 65 or dividend equivalents on any Shares older or Award Shares55 or older with 10 years of service with the Company and its subsidiaries.

Vesting. This Award (a) Except as otherwise provided in this Section 3, shares of Unvested Performance Shares shall vest in full on the Vesting Certification Date only if and to the extent (i) the Participant remains in Continuous Service through January 1, 20___, and (ii) the Company attains the performance goals during the performance period ending December 31, 20___, as set forth above provided on Appendix A hereto (the “Performance Objectives”). The Compensation Committee shall make its certification before March 15, 20___. No vesting shall occur for performance below Threshold and the full number of share shall vest for performance that is equal to or greater than Maximum, as set forth on Appendix A. The shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing:shall have no rights with respect to such Unvested Performance Shares. (ab) In the event that the Participant’s employment is terminated as a result of death or Disability, at any time between the Grant Date and December 31, 20___, the Participant terminates employment due to being a Good Leaver shall vest in the Performance Shares at Target (as set forth in Appendix A), regardless of whether the Performance Objectives are attained, with such vesting occurring as of the day before the termination of employment. The shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares. (c) In the event the Participant’s employment terminates prior to December 31, 20___, by reason of the non-renewal of the Term of the Employment Agreement by the Company, whether at the end of the current Term or any extended Term of the Employment Agreement, to the extent the Performance Objectives are attained as set forth on Appendix A, the Participant shall be entitled to vest in the Performance Shares in a pro-rated amount based on the date of the Participant’s termination of employment, subject to the Compensation Committee certification provided for in Section 3(a) of this Agreement. The shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares. (d) In the event the Participant’s employment terminates prior to December 31, 20___, by reason of the Company’s termination of the Participant without Cause or the Participant’s termination of employment for Good Reason, to the extent the Performance Objectives are attained as set forth on Appendix A, the Participant shall be entitled to vest in the Performance Shares in accordance with Section 3(a) above without any reduction or limitation as a result of said prior termination, subject to the Compensation Committee certification provided for in Section 3(a) of this Agreement. The shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares. (e) In the event there is a Change of Control, as defined belowin the Plan, then the Participant shall vest in the Performance Shares at Target as of the effective date of any such Change of Control; provided that (i) if the Participant has previously been terminated from employment as described under Section 3(c) and the Change of Control occurs prior to the vesting of unvested Performance Shares provided for under Section 3(c), the Participant shall vest in the Performance Shares in a pro-rated amount at Target based on the date of the Participant’s termination of employment, and any other rights in respect of the vesting of Unvested Performance Shares under Section 3(c) shall be cancelled and of no further force and effect, and (ii) if the Participant has previously been terminated from employment as described under Section 3(d) and the Change of Control occurs prior to the vesting of Unvested Performance Shares provided for under Section 3(d), then the Participant shall vest in the Performance Shares at Target as of the effective date of any such Change of Control, and any other rights in respect of the vesting of Unvested Performance Shares under Section 3(d) shall be cancelled and of no further force and effect. The shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares. (f) In the event the Participant’s employment is terminated for Cause or if the Participant terminates his/her employment without Good Reason prior to December 31, 20___, all Unvested Performance Shares shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares. (g) Except as is provided in Section 9 of the Plan, any adjustment to an award of Performance Shares pursuant to Section 9 of the Plan shall not change the ratio of Unvested Performance Shares to Vested Performance Shares. (h) If the Participant is entitled to vest in a pro-rata portion of the Award equal to Performance Shares, the number of Award shares of Unvested Performance Shares granted times which vest shall be determined by multiplying the number of shares eligible to vest based on attainment of Performance Objectives by a fraction, the numerator of which is the number of days elapsed between January 1, 20___, and the date of active service elapsed since the Grant Date termination of employment, and the denominator of which is 1,0951,096. A Participant For example, if the vesting based on attainment of Performance Objectives is a “Good Leaver” on account of (i) terminating employment with the Premier Group due determined to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or be at Target and the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan)completed 100 days of Continuous Service from January 1, 20___, the Award shall vest in full. The Participant shall pro-rata vested amount would be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant shares vested at Target (as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest provided on Appendix A) times (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares100 divided by 1,096).

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In The PSUs are subject to forfeiture until they vest. Except as otherwise provided herein, the event that a Participant terminates employment due to being a Good Leaver (as defined belowPSUs will vest and become nonforfeitable on the date the Committee certifies the achievement of the Performance Goals in accordance with paragraph 3(b), subject to the Participant achievement of the minimum threshold Performance Goals for payout set forth in Exhibit A attached hereto. The number of PSUs that vest and become payable under this Agreement shall immediately be determined by the Committee based on the level of achievement of the Performance Goals set forth in Exhibit A. (b) Except as otherwise expressly provided in this paragraph 4, if the Grantee’s Termination of Service occurs for any reason prior to the end of the Performance Period, the Grantee shall forfeit all PSUs granted with respect to the Performance Period and neither the Company nor any Related Corporation shall have any further obligations to the Grantee under this Agreement. (c) If the Grantee’s Termination of Service occurs as a result of the Grantee’s death or disability, or termination by the Company or a Related Corporation without Cause (or, if the Grantee’s employment agreement so provides, the voluntary termination by the Grantee for Good Reason) prior to the end of the Performance Period, the Grantee will vest on such date in a pro rata portion of the Target Award equal to calculated by multiplying the number of Target Award Shares granted times by a fraction, the numerator of which is equals the number of days of active service elapsed since that the Grant Date Grantee was employed during the Performance Period and the denominator of which is 1,095. A Participant is equals the total number of days in the Performance Period. (d) Upon the occurrence of a “Good Leaver” on account of (i) terminating employment with Change in Control during the Premier Group due to deathPerformance Period, Disability or if the Committee makes a good faith determination that an Approved Retirement Alternative Award (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with Plan) has not been granted by the Premier Group Without Cause (acquirer, the Performance Period shall end and the Grantee shall be deemed to have earned a pro rata portion of the Target Award calculated by multiplying the Target Award by a fraction, the numerator of which equals the number of days that have elapsed during the Performance Period as defined in Section 14 below) prior to a of the date of the Change in Control; andControl and the denominator of which equals the total number of days in the Performance Period. (bf) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon Upon a Change in Control (as defined in during the Plan)Performance Period, if the Committee makes a good faith determination that an Alternative Award has been granted by the acquirer, the Alternative Award shall continue to vest in full. The Participant shall be credited accordance with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesparagraph 4.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant The Grant Shares shall immediately vest and become non-forfeitable in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment accordance with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; andfollowing schedule: (b) In Notwithstanding the event a member vesting schedule set forth above, such vesting schedule may be accelerated by the Board of Directors or the Compensation Committee of the Premier Group Board of Directors (the “Committee”) in their sole decision. (c) Upon the vesting date the earned portion of the Grant Shares shall be issued to the Recipient in accordance with the Plan and the terms hereof including Section 3 below. (d) If the Recipient is terminated by the Company or a successor) terminates the Participant’s employment Without its Subsidiaries for Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), voluntarily terminates employment by the Award Company or its Subsidiaries or if Recipient’s service to the Company is Terminated because of death or Disability of Recipient, prior to the satisfaction of the vesting provisions set forth above, no further portion of the Grant Shares shall vest in full. The Participant become vested pursuant to this Agreement and such unvested Grant Shares shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant forfeited effective as of the applicable record date. Dividend equivalents date that the Recipient ceases to be so employed by the Company. (e) Nothing in the Plan or this Agreement shall be subject confer on Recipient any right to continue in the same terms and conditions as employ of, or other relationship with, the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting Company or any Subsidiary of the Award (and Company, or limit in any dividend equivalents) shall be prohibited to way the extent that it would violate applicable law right of the Company or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require any Affiliate or Subsidiary of the Company to grant dividends terminate Recipient’s employment or dividend equivalents other relationship at any time, with or without Cause. This Agreement does not constitute an employment contract. This Agreement does not guarantee employment for the length of time of the vesting schedule set forth above or for any portion thereof. (f) Recipient understands that Recipient may suffer adverse tax consequences as a result of the grant, vesting or disposition of the Grant Shares. Recipient represents that Recipient has consulted with his or her own independent tax consultant(s) as Recipient deems advisable in connection with the grant, vesting or disposition of the Grant Shares and that Recipient is not relying on the Company for any Shares or Award Sharestax advice.

Vesting. This Award Unless the Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement or Section 11.1(b) of the Plan and subject to the last paragraph of this Section 5, the Restricted Share Units shall vest become vested in full 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 the Plan and provides related services, for 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 set forth above provided Date, and upon the Participant is continuously employed by a member satisfaction of any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Premier GroupRestricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Share Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below)Additionally, the Participant shall immediately Grantee will not vest, pursuant to this Section 5, in Restricted Share Units as to which the Grantee would otherwise vest in as of a portion given date if his or her Termination of the Award equal Service or a breach of any applicable restrictions, terms or conditions with respect to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since such Restricted Share Units has occurred at any time after the Grant Date and prior to the denominator first Vesting Date (the vesting or forfeiture of which such Restricted Share Units to be governed instead by Section 6). If the Grantee is 1,095. A Participant suspended (with or without compensation) or is otherwise not in good standing with the Company or any Subsidiary as determined by the Company’s Chief Legal Officer due to an alleged violation of the Company’s Code of Conduct, applicable law or other misconduct (a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the PlanSuspension Event”), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal Company has the right to suspend the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award 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 any dividend equivalents) shall be prohibited prior to the extent that it would violate applicable law Recovery Date, the Grantee dies, becomes Disabled or is terminated without Cause, then the provisions of this Section 5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to Retirement) or is terminated for Cause prior to the extent Recovery Date then the Award is a Performance unvested Restricted Share Award. Further notwithstanding Units will be terminated without any further vesting after the foregoingdate of the Suspension Event, nothing in this Award Agreement shall be interpreted to require unless otherwise agreed by the Company to grant dividends or dividend equivalents on any Shares or Award SharesCompany.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In Subject to the event terms of this Section 3, the Stock Units shall become vested according to the vesting schedule set forth in the notice from the Equity Plan recordkeeper, provided that a the Participant terminates continues to be employed by, or provide service to, the Employer from the Date of Grant until the applicable Vesting Date. (b) The vesting of the Stock Units shall be cumulative, but shall not exceed 100% of the Stock Units. If the foregoing schedule would produce fractional Stock Units, the 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 due to being a Good Leaver or service from the Employer on account of the Participant’s (as defined below)i) Disability, (ii) Retirement, (iii) death, or (iv) termination by the Employer without Cause, the Participant shall immediately vest in a portion of be treated for vesting purposes as though the Award equal Participant remained employed or providing service to the number of Award Shares granted times a fraction, Employer through the numerator of which is the number of days of active service elapsed since the Grant next subsequent Vesting Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the following Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or termination, meaning the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant Stock Units that would have received if the Participant had been the owner otherwise become vested as of a number of Shares equal to the number of Award Shares; such next subsequent Vesting Date provided, however, that no the Company has the right to reduce or change the amount depending on the facts and circumstances. (c) Except as otherwise provided in a written employment agreement or severance agreement entered into by and between the Participant and the Employer, in the event of a Change of Control before all of the Stock Units vest in accordance with Section 3(a) above, the provisions of the Plan applicable to a Change of Control shall be credited apply to the Stock Units, and, in the event of a Change of Control, the Committee may take such actions with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited Stock Units as it deems appropriate pursuant to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesPlan.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant The Grant Shares shall immediately vest and become non-forfeitable in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment accordance with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; andfollowing schedule: VESTING DATE EARNED PORTION OF GRANT SHARES <<VESTINGDATE1>> <<SHARES1>> <<VESTINGDATE2>> <<SHARES2>> <<VESTINGDATE3>> <<SHARES3>> <<VESTINGDATE4>> <<SHARES4>> (b) In Notwithstanding the event a member vesting schedule set forth above, such vesting schedule may be accelerated by the Board of Directors or the Compensation Committee of the Premier Group Board of Directors (the “Committee”) in their sole decision. (c) Upon the vesting date the earned portion of the Grant Shares shall be issued to the Employee in accordance with the Plan and the terms hereof including Section 3 below. (d) If the Employee is terminated by the Company or a successor) terminates the Participant’s employment Without its Subsidiaries for Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan)) or voluntarily terminates employment by the Company or its Subsidiaries, prior to the Award satisfaction of the vesting provisions set forth above, no further portion of the Grant Shares shall vest in full. The Participant become vested pursuant to this Agreement and such unvested Grant Shares shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant forfeited effective as of the applicable record date. Dividend equivalents date that the Employee ceases to be so employed by the Company. (e) Nothing in the Plan or this Agreement shall be subject confer on Employee any right to continue in the same terms and conditions as employ of, or other relationship with, the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting Company or any Subsidiary of the Award (and Company, or limit in any dividend equivalents) shall be prohibited to way the extent that it would violate applicable law right of the Company or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require any Affiliate or Subsidiary of the Company to grant dividends terminate Employee's employment or dividend equivalents on other relationship at any Shares time, with or Award Shareswithout Cause. This Agreement does not constitute an employment contract. This Agreement does not guarantee employment for the length of time of the Vesting Schedule or for any portion thereof.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,0951,095 (or 1,096 in the event of a leap year occurring within the period). A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 13 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 13 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) Employer terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 13 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal entitled to receive the dividends or other distributions (including securities of another issuer) that are paid by the Participant would have received Company on the Award Shares on or after their date of issuance, but only if the Participant had been the owner of a number of such Award Shares equal to the number of Award Shares; provided, however, that no amount are subsequently earned and vested. Any such dividend or other distribution shall be credited with respect to Shares that have been delivered paid to the Participant as of soon as reasonably practicable after the applicable record dateunderlying Award Shares have become vested. Dividend equivalents No interest shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Sharespaid on any dividends or other distributions under this Section 3. Notwithstanding the foregoing, vesting of no dividends shall be paid with respect to the Award (and any dividend equivalents) shall be prohibited Shares to the extent that it would violate applicable law or to the extent the Award is a Performance Share Awardlaw. Further notwithstanding the foregoing, nothing Nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In Subject to Grantee's continuous employment by or continued relationship as an individual services provider or director of the event that a Participant terminates employment due to being a Good Leaver Company and/or its affiliates (as defined below)"Continuous Service") through the applicable vesting date, the Participant Restricted Stock granted and issued hereby shall immediately vest become vested as follows: [_____________________________]. The period over which applicable shares of Restricted Stock remain unvested is referred to as the "Restricted Period" with respect to solely such applicable shares of unvested Restricted Stock (such that, for the avoidance of doubt, upon vesting any Vested Stock shall no longer be considered within the Restricted Period). Shares of Restricted Stock that have vested in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment accordance with the Premier Group due provisions of this Section 2 are referred to death, Disability or an Approved Retirement (as defined "Vested Stock". Shares of Restricted Stock that have not vested in Section 14 below) or (ii) the termination of the Participant’s employment accordance with the Premier Group Without Cause (provisions of this Section 2 are referred to as defined in Section 14 below) prior to a Change in Control; and"Unvested Stock". (b) In If Grantee's Continuous Service terminates for any reason, other than death or Disability, at any time before all of his or her Restricted Stock has vested, Grantee's Unvested Stock shall be automatically forfeited upon such termination of Continuous Service and neither the event a member Company nor any affiliate of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award Company shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal have any further obligations to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited Grantee under this Agreement with respect to Shares that have been delivered such Unvested Stock. (c) The foregoing vesting schedule notwithstanding, if Grantee's Continuous Service terminates due to Grantee's death, 100% of the Participant Unvested Stock shall vest as of the applicable record date. Dividend equivalents shall be subject date of such termination. (d) The foregoing vesting schedule notwithstanding, if Grantee's Continuous Service is terminated by the Company or an affiliate of the Company due to a Disability, 100% of the same terms and conditions as the Award Shares, and Unvested Stock shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award date of such termination. (and any dividend equivalentse) The foregoing vesting schedule notwithstanding, upon the occurrence of a Substantial Corporate Change, 100% of the Unvested Stock shall be prohibited to vest as of the extent that it would violate applicable law or to date of the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesSubstantial Corporate Change.

Vesting. This Award Unless the Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement or Section 11.1(b) of the Plan and subject to the last paragraph of this Section 5, the Restricted Share Units shall vest become vested in full 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 the Plan and provides related services, for 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 set forth above provided Date, and upon the Participant is continuously employed by a member satisfaction of any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Premier GroupRestricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Share Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below)Additionally, the Participant shall immediately Grantee will not vest, pursuant to this Section 5, in Restricted Share Units as to which the Grantee would otherwise vest in as of a portion given date if his or her Termination of the Award equal Service or a breach of any applicable restrictions, terms or conditions with respect to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since such Restricted Share Units has occurred at any time after the Grant Date and prior to the denominator first Vesting Date (the vesting or forfeiture of which such Restricted Share Units to be governed instead by Section 6). If the Grantee is 1,095. A Participant suspended (with or without compensation) or is otherwise not in good standing with the Company or any Subsidiary as determined by the Company’s Chief Legal Officer due to an alleged violation of the Company’s Code of Business Conduct, applicable law or other misconduct (a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the PlanSuspension Event”), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal Company has the right to suspend the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award 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 any dividend equivalents) shall be prohibited prior to the extent that it would violate applicable law Recovery Date, the Grantee dies, is disabled or is terminated without cause, then the provisions of this Section 5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to retirement) or is terminated for cause prior to the extent Recovery Date then the Award is a Performance unvested Restricted Share Award. Further notwithstanding Units will be terminated without any further vesting after the foregoingdate of the Suspension Event, nothing in this Award Agreement shall be interpreted to require unless otherwise agreed by the Company to grant dividends or dividend equivalents on any Shares or Award SharesCompany.

Vesting. This Award 3.1 Except as otherwise provided in this Section 3, the Restricted Shares subject to this grant shall vest in full become unrestricted and vested pro rata on each of the Vesting Date set forth above first four anniversaries of the Grant Date, provided the Participant is continuously then employed by a member the Company and/or one of the Premier Group. Notwithstanding the foregoing:its Subsidiaries or Affiliates. (a) In the event that a Participant terminates employment due to being a Good Leaver (3.2 Except as defined below)otherwise provided in this Section 3, the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of if the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) Company and/or its Subsidiaries or Affiliates terminates for any reason prior to a Change in Control; and (b) In the event a member vesting of all or any portion of the Premier Group Restricted Shares awarded under this Agreement, such unvested portion of the Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or a successorother legal representative) terminates shall forfeit any rights or interests in and with respect to any such shares of Restricted Stock. 3.3 If the Participant’s employment Without Cause with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant’s Disability, any unvested Restricted Shares shall continue to vest on a regular schedule during the period of Disability regardless of a termination event. For purposes of this Agreement, “Disability,” if the Participant is a party to an employment agreement, shall have the same meaning as in such employment agreement, otherwise, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a doctor selected in good faith by the Company or the Participant relevant Subsidiary or Affiliate. 3.4 If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates his due to the Participant’s death, any unvested Restricted Shares shall become vested as of the date of any such termination. 3.5 If the Participant’s employment for Good Reason (is terminated by the Company and/or its Subsidiaries or Affiliates, the Restricted Shares will become vested on a pro rata basis as defined herein if and only if the Participant is a Severance Eligible Participant; i.e., if the Participant is eligible for severance from the Company under the terms of: (a) the Participant’s employment agreement (if any); or (b) the terms of an applicable Company separation pay plan in force at the time of the Participant’s termination. The Restricted Shares of Severance Eligible Participants shall vest as follows: 3.5.1 A pro rata amount of any unvested shares as described in Section 14 below) within 3.1 above shall vest in a percentage equal to: the twelve month number of full months in which the Participant was employed from the Grant Date to the Participant’s termination date, plus the number of full months in the Participant’s severance period commencing (i.e., the number of months’ salary which constitute the Participant’s severance payments), divided by the number of full months between the Grant Date and the scheduled vesting date (see Attachment A for a sample calculation). The pro rata portion of the Restricted Shares shall vest immediately upon the Participant’s termination date. 3.6 Upon the occurrence of a Change in Control (as defined in the Plan), any unvested Restricted Shares subject to this grant shall become unrestricted and vested immediately upon the Award shall vest Change in full. The Control in accordance with Article X of the Plan, provided the Participant is employed by the Company on the day prior to the Change in Control. 3.7 If the Participant's employer ceases to be an Affiliate or Subsidiary of the Company, that event shall be credited with an amount in cash (without interest) equal deemed to the dividends the Participant would have received if the Participant had been the owner constitute a termination of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesemployment under Section 3.2 above.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) The portion of a Participant's Account attributable to Section 401(k) Contributions, After-Tax Contributions, Rollover Contributions and Trustee Transfers shall immediately become and at all times remain fully vested and nonforfeitable. (b) The portion of a Participant's Account attributable to Profit-Sharing Contributions and Matching Contributions shall immediately become and at all times remain fully vested and nonforfeitable upon the Participant's death, Disability, attainment of Early Retirement Date or attainment of Normal Retirement Age. In the event that absence of any of the preceding events, the Participant's Account attributable to Profit- Sharing Contributions and Matching Contributions, respectively, shall vest and become nonforfeitable in accordance with the relevant vesting schedule specified in the Adoption Agreement. (c) Except as provided in subsections (d) and (e) of this Section 8.1 or as limited in the Adoption Agreement, for purposes of determining the vested and nonforfeitable percentage of the Participant's Account attributable to Profit-Sharing Contributions and Matching Contributions, all of the Participant's Years of Service with the Employer or an Affiliate shall be taken into account. (d) In the case of a Participant who terminates employment due to being a Good Leaver (as defined below)Employment and incurs 5 or more consecutive 1-year Breaks in Service, the Participant shall immediately vest Participant's pre-break service will count in a determining his vested and nonforfeitable percentage of the portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date his Account derived from Profit-Sharing Contributions and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of Matching Contributions only if either (i) terminating employment with such Participant had some nonforfeitable interest in the Premier Group due to deathportion of his Account derived from such contributions at the time of his termination, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior upon returning to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to service the number of Award Shares; consecutive 1-year Breaks in Service is less than the number of his Years of Service. (e) If specified in the Adoption Agreement, Years of Service with a predecessor employer may be treated as service with the Employer, provided, however, that no amount shall if the Employer maintains the Plan of a predecessor employer, Years of Service with such employer will be credited treated as service with respect the Employer without regard to Shares that have been delivered to any election in the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesAdoption Agreement.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In Participant’s Stock Units shall be forfeitable unless and until otherwise vested pursuant to the event that a Participant terminates employment due terms of this Agreement. Subject to being a Good Leaver (Participant’s continued service as defined below)the Lead Director of the Board, the Participant Award shall immediately vest become vested and exercisable on a quarterly basis and in a portion ratable amounts such that ___ Stock Units (12.5%) of the Award equal vest on each of __________, __________, __________, __________, __________, __________, __________, __________, (each such date a “Vesting Date”). Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” Except as provided in Paragraphs 4(b) or (c), upon the cessation of Participant’s service as the Lead Director of the Board for any reason, the Unvested Units shall be forfeited by Participant and cancelled and surrendered to the number Company without payment of Award Shares granted times a fractionany consideration to Participant. (b) Notwithstanding anything herein or in the Plan to the contrary, upon the numerator termination of which is Participant’s service as the number Lead Director of days the Board by reason of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability Participant’s death or an Approved Retirement disability (as such term if defined in Section 14 below22(e) or (ii) of the Code), all Unvested Units shall vest as of the date of such termination of service. (c) Notwithstanding anything herein or in the Participant’s employment with Plan to the Premier Group Without Cause (as defined in Section 14 below) prior to contrary, upon the occurrence of a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award shall be accelerated such that 100% of the aggregate number of Stock Units subject to the Award (and any dividend equivalentsas set forth in Paragraph 2 above) shall be prohibited or become Vested Units as of immediately prior to the extent that it would violate applicable law or to consummation of the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing Change in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesControl.

Vesting. This Award (a) To the extent that the Performance Goals for the applicable Performance Period have been achieved and certified in accordance with Section 3, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on October 28 ,2022 (the “Vesting Date”); provided that the Participant remains in full continuous employment with the Company or an Affiliate thereof through the Vesting Date. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Vesting Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Vesting Date set forth above provided or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is continuously employed by a member Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver Pro-Rata Portion (as defined below)) shall be eligible to vest on the original Vesting Date, subject to the Participant shall immediately vest in a portion achievement and certification of the Award equal Performance Goals as described in Section 3 and based on the applicable Share Delivery Factor calculated pursuant to Section 3(a). Subject, and in addition, to the number of Award Shares granted times a fractionforegoing, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of if the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior is terminated due to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan)death, the Award shall vest in full. The Participant then all unvested PSUs shall be credited with an amount in cash (without interest) equal eligible to vest on the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; providedoriginal Vesting Date, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms achievement and conditions certification of the Performance Goals as described in Section 3 and based on the Award Sharesapplicable Share Delivery Factor calculated pursuant to Section 3(a). (d) For the purposes of this PSU Agreement, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting notwithstanding any provision of the Award (and any dividend equivalents) shall be prohibited Plan to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.contrary:

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In Except to the extent earlier forfeited or vested pursuant to this Section 4 or in the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in fullon the third anniversary of the Grant Date. (b) If the Holder’s employment by the Company terminates by reason of the Holder’s death or disability, the Award shall become fully vested as of the date of the Holder’s termination of employment. The Participant If the Holder’s employment by the Company is terminated by reason of retirement with the consent of the Company, the Holder shall be credited with an amount in cash (required to execute a release agreement having such terms and provisions as the Company may require and the Award shall become fully vested as of the date on which the Holder’s release becomes irrevocable. If the Holder does not execute a release or timely revokes such release, the portion of the Award which is not vested as of the date of the Holder’s retirement shall not vest and shall be forfeited by the Holder and transferred, without interest) equal payment of any consideration to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal Holder, to the number Company (or its assignee or nominee). (c) If the Holder’s employment by the Company is terminated by the Company for Cause, the portion of the Award Shareswhich is not vested as of the date of the Holder’s termination of employment shall be forfeited by the Holder and shall be transferred, without payment of any consideration to the Holder, to the Company (or its assignee or nominee). (d) If the Holder’s employment by the Company terminates for any reason other than a reason specified in Section 4(b) or 4(c) hereof, the portion of the Award which is not vested as of the date of the Holder’s termination of employment shall be forfeited by the Holder and shall be transferred, without payment of any consideration to the Holder, to the Company (or its assignee or nominee); provided, however, that no amount the Committee may, in its discretion, make a determination that if the Holder executes a release agreement having such terms and provisions as the Company may require, part or all of such unvested portion of the Award shall be credited with respect to Shares that have been delivered to the Participant become fully vested as of the applicable record datedate on which the Holder’s release becomes irrevocable. Dividend equivalents shall be subject to If the same terms and conditions as Holder does not execute a release or timely revokes such release, the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting portion of the Award (which is not vested as of the date of the Holder’s termination of employment shall not vest and any dividend equivalents) shall be prohibited forfeited by the Holder and transferred, without payment of any consideration to the extent that it would violate applicable law or Holder, to the extent the Award is Company (or its assignee or nominee). (e) As used herein, “Cause” shall mean a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require determination by the Company that the Holder has (i) willfully and continuously failed to grant dividends substantially perform the duties assigned by the Company or dividend equivalents on a Subsidiary with which the Holder is employed (other than a failure resulting from the Holder’s disability), (ii) willfully engaged in conduct which is demonstrably injurious to the Company or any Shares Subsidiary, monetarily or Award Sharesotherwise, including conduct that, in the reasonable judgment of the Company, does not conform to the standard of the Company’s executives or employees, or (iii) engaged in any act of dishonesty, the commission of a felony or a significant violation of any statutory or common law duty of loyalty to the Company or any Subsidiary.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In Except to the extent earlier forfeited or vested pursuant to this Section 4 or in the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest on the third anniversary of the Grant Date. (b) If the Holder’s employment by the Company terminates by reason of retirement with the consent of the Company, or terminates by reason of the Holder’s death or disability, the Award shall become fully vested as of the effective date of the Holder’s termination of employment or the date of death, as the case may be, provided that if such termination of employment is by reason of retirement and the Holder executes a release in full. The Participant connection with such retirement that provides for a period in which such release may be revoked, the Award shall become fully vested upon the expiration of such revocation period if the Holder has not revoked such release and, provided further, that the Award shall not become fully vested if the Holder has revoked such release. (c) If the Holder’s employment by the Company is terminated by the Company for Cause, the portion of the Award which is not vested as of the effective date of the Holder’s termination of employment shall be credited with an amount in cash (forfeited by the Holder and shall be transferred, without interest) equal payment of any consideration to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal Holder, to the number Company (or its assignee or nominee). (d) If the Holder’s employment by the Company terminates for any reason other than a reason specified in Section 4(b) or 4(c) hereof, the portion of the Award Shareswhich is not vested as of the effective date of the Holder’s termination of employment shall be forfeited by the Holder and shall be transferred, without payment of any consideration to the Holder, to the Company (or its assignee or nominee); provided, however, that no amount the Committee may, in its discretion, make a determination that part or all of such unvested portion of the Award shall be credited with respect to Shares that have been delivered to the Participant become fully vested as of the applicable record date. Dividend equivalents effective date of the Holder’s termination of employment. (e) As used herein, “Cause” shall be subject mean a determination by the Company that the Holder has (i) willfully and continuously failed to substantially perform the duties assigned by the Company or a Subsidiary with which the Holder is employed (other than a failure resulting from the Holder’s disability), (ii) willfully engaged in conduct which is demonstrably injurious to the same terms and conditions as Company or any Subsidiary, monetarily or otherwise, including conduct that, in the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting reasonable judgment of the Award (and any dividend equivalents) shall be prohibited Company, does not conform to the extent that it would violate applicable standard of the Company’s executives or employees, or (iii) engaged in any act of dishonesty, the commission of a felony or a significant violation of any statutory or common law or duty of loyalty to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesSubsidiary.