Common use of Vesting Clause in Contracts

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as may be otherwise provided in Section 3 or Section 6 this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the vesting number of the Grantee’s rights and interest in the Bonus PRSUs that shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested deemed earned and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonusvested, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2the end of the Measurement Period, subject to the Committee determining and certifying in writing that shall determine the corresponding Performance Goal and all other conditions for the vesting level of achievement of the Bonus have been satisfied; provided Performance Metrics and the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before percentage of the Measurement Date. The Committee shall make this determination within sixty Target PRSUs earned pursuant to such criteria (60) days after the Measurement Date (date of such determination, the “Determination Date”). This determination 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 based settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the actual level effective date of the Performance Goal achieved, Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall not be subject to an exercise of discretion to determine a level of achievement forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Performance Goal other than that actually achievedParticipant’s death or disability, provided that then (w) the Committee’s good faith determination effective date of the Change in Control shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control last day of the GranteeMeasurement Period, adversely affects (x) the ability Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Grantee to satisfy Target PRSUs as of the Change in Control as if the Performance Goal or Metrics had been achieved at the Target level set forth in any way prevents Exhibit A, (y) such Target PRSUs shall be settled on the satisfaction effective date of the Performance Goal. Any portion Change of the Bonus Control and (z) any PRSUs (and any related Dividend Equivalents) that does do not become earned and vested and non-forfeitable on the Change in accordance with this Section 2 Control shall be forfeitedforfeited and cancelled with no consideration.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this AgreementSubject to the terms, conditions, and limitations set forth herein, the vesting Vesting Date for the Restricted Shares shall occur on [the third anniversary of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction effective date of the performance goal specified in this Section 2 grant set forth above (and on such date the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus Restricted Shares shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”100% vested). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved], provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, Grantee is a full-time employee of Atlanticus (or one of its Affiliates) from the Company Date of Grant through the applicable date [and the performance criteria applicable to the Restricted Shares eligible to vest on such vesting date, set forth in Exhibit A attached hereto, are satisfied]. [Provided that the Grantee is a full-time employee of Atlanticus (or one of its Affiliates) at the time of a “Change in Control,” any Restricted Shares that theretofore have not vested shall immediately vest upon a “Change in Control.”] Notwithstanding the foregoing, any Restricted Shares that theretofore have not vested shall immediately vest upon termination by Atlanticus (or its Affiliates) of Grantee’s employment other than for Cause or in the case of death or Disability of Grantee [provided that the performance criteria applicable to such Restricted Shares have been satisfied at such time]. A transfer of Grantee from Atlanticus to a subsidiary or vice versa shall not constitute a termination for these purposes. Upon vesting, Atlanticus shall retain (or if it is not then holding the shares, receive) shares of Common Stock having a Fair Market Value, at the time of vesting, equal to the Tax Withholding, unless prior to the Vesting Date the Grantee has made arrangements satisfactory to Atlanticus regarding the payment of the Tax Withholding. The Grantee shall not be entitled is permitted to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control make an election under Section 83(b) of the Grantee, adversely affects Code (to include in gross income in the ability year of transfer the amounts specified in Section 83(b) of the Grantee Code) or under similar laws with respect to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable Restricted Shares in accordance with this Section 2 shall be forfeited18.05 of the Plan. In the event Grantee makes a permissible Section 83(b) election with respect to Restricted Shares, the Grantee is required to pay the tax withholding to Atlanticus in cash.

Vesting. All of the Restricted Stock Units shall initially be unvested. Twenty-five percent (a25%) Except as may be otherwise provided in Section 3 or Section 6 of the Restricted Stock Units (rounded up to the nearest whole number) shall vest on the first anniversary of the date of this Agreement, the vesting Agreement and on each of the Grantee’s rights and interest in the Bonus shall be determined next three (3) successive anniversaries thereof (each such anniversary, a “Vesting Date”) unless previously vested or forfeited in accordance with the Plan or this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 Agreement (the “Performance GoalNormal Vesting Schedule”). (i) Any Restricted Stock Units that fail to vest because the employment condition is not satisfied shall be forfeited, subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS special provisions set forth in Subsections 3(a)(ii) through 3(a)(iv). (“Cumulative EPS”ii) If Participant’s employment terminates due to death or Permanent Disability or in the event of a Change in Control where the holders of the Company’s adjusted core earnings per share (Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, Restricted Stock Units not previously vested shall immediately become vested. With respect to any of the Restricted Stock Units that constitute “deferred compensation” as defined below) during the three-year period beginning [ ]under Code Section 409A, and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this AgreementSection 3(a)(ii) and any acceleration of the Restricted Stock Units upon a Change in Control, “adjusted core earnings per share” means a Change in Control shall be deemed to occur only if, in addition to the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”requirements set forth in the Plan, the Change in Control also meets the requirements of IRS Reg. §1.409A-3(i)(5), before amortization to the extent necessary to avoid the imposition of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAPtaxes thereunder. (biii) The If on or within two years after a Change in Control (other than a Change in Control described in Section 3(a)(ii) above), Participant terminates employment for Good Reason, or is terminated by the Company without Cause, Restricted Stock Units not previously vested shall immediately become vested. (iv) In the event of Participant’s Retirement, the Compensation Committee may determine, in its sole discretion, whether and the manner in which Restricted Stock Units not previously vested (or any portion thereof) shall be vested and be settled pursuant to Section 3(d). In the absence of Compensation Committee action, upon such Retirement, the Restricted Stock Units which have not vested as of the Granteedate of such termination shall vest pro-rata as of the date of Participant’s rights and interest in the Bonus, if any, that becomes Retirement. All such Restricted Stock Units which shall have not vested and non-forfeitable at the Measurement Date as a result of such Retirement shall be determined in accordance with immediately and automatically forfeited without consideration of any kind and to the following schedule: (c) The Bonus shall become vested extent that the date Participant first becomes eligible for Retirement and non-forfeitable in accordance with the vesting date under this Section 23(a)(iv) are in different tax years, any amount payable under this subsection shall constitute the payment of nonqualified deferred compensation, subject to the Committee determining and certifying requirements of Code Section 409A unless an exemption under the treasury regulations is available. The number of unvested Restricted Stock Units that shall vest pro-rata upon Retirement (absent action to the contrary by the Compensation Committee) described in writing that the corresponding Performance Goal and all other conditions for the vesting penultimate sentence of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make foregoing paragraph of this determination within sixty (60Section 3(a)(iv) days after the Measurement Date (the “Determination Date”). This determination shall be based on calculated by multiplying (A) the actual level quotient obtained by dividing the number of completed months that Participant was employed by the Performance Goal achievedCompany or one of its Subsidiaries since the most recent Vesting Date or if no Vesting Date has yet occurred the number of months since the Date of Grant, and shall not be by 48, by (B) the number of Restricted Stock Units subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedAgreement.

Vesting. (a) Except as may The Restricted Stock Units shall vest in full on the first to occur of: (i) second anniversary of the Grant Date, provided the Grantee continues to be otherwise provided in Section 3 employed by, or Section 6 of this Agreementprovide service to, the vesting of Company through such date: (i) the Grantee’s rights death; (ii) the Grantee’s Disability; (iii) the effective date of a Change in Control Event, and interest in (iv) the Bonus shall be date determined in accordance with this the provisions of Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 3(b) below (the “Performance Goal”)applicable date is referred to as, subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Vesting Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of Notwithstanding (a) above, the Grantee’s rights Employment Agreement with the Company sets forth certain terms and interest conditions under which the Grantee’s equity or equity-based awards from the Company, including this Grant, may vest on an accelerated basis in the Bonusevent the Grantee ceases to be employed by, or provide service to, the Company under various specified circumstances. The terms and provisions of the Employment Agreement (including any conditions, restrictions or limitations governing the accelerated vesting of the Restricted Stock Units as they apply to this Grant) are hereby incorporated by reference into this Agreement and shall have the same force and effect as if anyexpressly set forth in this Agreement. However, that becomes vested and non-forfeitable at no such accelerated vesting shall occur if such accelerated vesting is prohibited by the Measurement Date shall be determined in accordance with the following schedule:terms of Section 2 of this Agreement. (c) The Bonus shall become vested and non-forfeitable If a Change in accordance with this Section 2Control Event occurs while the Grantee is employed by, or providing service to, the Company, the Restricted Stock Units subject to this Grant at the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting time of the Bonus have been satisfied; provided Change in Control Event will vest immediately prior to the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before closing of the Measurement DateChange in Control Event. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shares subject to vested Restricted Stock Units shall be based on converted into the actual level right to receive the same consideration per share of Company Stock payable to the other shareholders of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement Company upon the consummation of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination Change in Control Event and such consideration shall be finaldistributed to the Grantee within fifteen (15) business days following the effective date of the Change in Control Event, binding and conclusive or on all personssuch later Repayment Date necessary to comply with the TARP Regulations. (d) If the Grantee ceases to be employed by, including, but not limited or provide service to, the Company for any reason prior to vesting in one or more Restricted Stock Units subject to this Grant, then the Grant will be immediately cancelled with respect to those unvested Restricted Stock Units, and the Granteenumber of Restricted Stock Units will be reduced accordingly. The Grantee shall not thereupon cease to have any right or entitlement to receive any shares with respect to those cancelled Restricted Stock Units. If the Grantee ceases to be entitled to any claim employed by, or recourse if any action or inaction provide service to, the Company on account of a termination by the CompanyCompany for Cause, then this Grant will be immediately cancelled with respect to all the Restricted Stock Units subject to such Grant, whether vested or any other circumstance or eventunvested at the time, including any circumstance or event outside the control of the Grantee, adversely affects the ability of and the Grantee shall thereupon cease to satisfy have any right or entitlement to receive any shares under this Grant and the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedcancelled Restricted Stock Units.

Vesting. (a) Except 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 may be otherwise provided defined in Section 3 or Section 6 the Plan) prior to the applicable vesting date (the “Vesting Date”): Vesting Date SARs Vesting First anniversary of this Agreement, the 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 Grantee’s rights and interest in the Bonus SARs is cumulative, but shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction not exceed 100% of the performance goal specified in SARs subject to this Section 2 Agreement. Participant’s SARs shall become fully vested if Participant is employed by, or providing service to, the Company on the third anniversary of the Date of Grant. In the event that the Participant’s dies or becomes disabled (as defined under section 409A(a)(2)(C) of the Internal Revenue Code (the “Performance GoalCode”)) while employed by, subject to Section 3. The Performance Goal or providing services to, the Company, Participant shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of deemed fully vested in all shares awarded under this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion If Participant’s employment or service with the Company terminates for any reason other than death or disability prior to Participant vesting in any of the GranteeSARs as provided in subparagraph (a), the SARs that are not vested as of Participant’s termination of employment or service shall terminate and Participant shall not have any exercise rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule:respect to such unvested SARs. (c) The Bonus shall become vested and non-forfeitable above notwithstanding, in accordance the event that Participant’s employment or service with this Section 2, subject to the Committee determining and certifying in writing that Company is terminated for “cause” or “willful misconduct,” as defined under the corresponding Performance Goal and all other conditions for the vesting terms of the Bonus have been satisfiedParticipant’s employment or services agreement (if applicable); provided or as determined in the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level sole and absolute discretion of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or the Participant shall forfeit the right to exercise any other circumstance or eventvested SARs and the right to settlement of exercised SARs. Additionally, including any circumstance or in the event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or that Participant engages in any way prevents conduct in violation or post-employment or post- services covenants or obligations to the satisfaction Company, the Participant shall forfeit the right to exercise any vested SARs and the right to settlement of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedexercised SARs.

Vesting. (a) Except The Option shall vest with respect to the Applicable Percentage (as may defined herein) of Option Shares if and only so long as Executive is and has continued to be otherwise employed by the Company or any of its Subsidiaries through such vesting date. The Applicable Percentage shall mean that the Option shall vest over five (5) years with 20% of the Option Shares vesting on the first anniversary of the effective date of the Employment Agreement and 1/60th of the Option Shares vesting on a monthly basis thereafter until the Option is 100% vested (i.e., over four years). Notwithstanding anything to the contrary herein, the Applicable Percentage shall not increase once the Executive ceases to be employed by the Company or its Subsidiaries except and solely to the extent provided in Section 3 the Employment Agreement; provided, however, that if Executive’s continuous service with the Company or Section 6 its Subsidiaries is involuntarily terminated without Cause prior to the first anniversary of this the effective date of the Employment Agreement, the vesting Option shall be 20% vested as of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAPtermination date. (b) The Until such time as the Option has expired pursuant to this Agreement, Executive may exercise the Option pursuant to Section 2 above whether or not such Option has vested pursuant to subsection (a) above: provided that Executive shall enter into a restricted stock agreement with respect to such Option Shares in form and substance satisfactory to the Board in its sole discretion (it being understood that such restricted stock agreement will provide, among other things, that the Option Shares issued in respect of the unvested portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject Option will continue to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise vesting (pursuant to the same vesting schedule as provided in subsection (a) above), the untested Option Shares shall be subject to repurchase at the lower of discretion Original Cost and Fair Market Value and Executive shall grant a proxy to determine a level of achievement give to Parthenon the vote for all of the Performance Goal other than that actually achieved, provided that the Committeeunvested Option Shares in Parthenon’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedsole discretion.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 Subject to the provisions of this AgreementSections 3(b) and 3(c) hereof, the vesting RSUs subject to this Award shall become vested only if each of the Grantee’s rights Time Vesting Condition and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified Performance Vesting Condition set forth in this Section 2 3 are satisfied. RSUs that satisfy each of these conditions are referred to herein as “Vested RSUs” and RSUs that have not satisfied both of these conditions are referred to herein as “Unvested RSUs”. (i) Time-based vesting conditions. 100% of the RSUs shall satisfy the time-based vesting condition (the “Time Vesting Condition”) upon the third (3rd) anniversary of the Grant Date hereof, subject to the Participant not incurring a Termination prior to such date; provided, however, that if the Participant incurs a Termination prior to the third anniversary of the Grant Date and such Termination is also a Good Leaver Termination (as defined below), a portion of the RSUs shall be deemed to have satisfied the Time Vesting Condition, with such portion determining by multiplying the total number of RSUs granted hereunder by a fraction, the numerator of which is the number of months of employment that have elapsed between the Grant Date and the date of such Termination, and the denominator of which is 36. Any RSUs that have not satisfied the Time Vesting Condition as of the date of Termination (after taking into account any accelerated vesting provided in the previous sentence and/or in Section 3(b)), shall immediately expire upon such Termination. For purposes herein, a “Good Leaver Termination” is a Termination that occurs by reason of a Participant’s death; Disability; a retirement by mutual agreement between the parties; a Termination by the Company or any of its Subsidiaries other than for Cause; or for any reason deemed a “Good Leaver Termination” by the Board. (ii) Performance-based vesting conditions. 50% of the RSUs shall satisfy the performance-vesting condition (the “Performance GoalVesting Condition”), subject to Section 3. The Performance Goal shall be if at all, based upon on the Cumulative EPS TSR thresholds set forth in the table below (the “Cumulative EPSTSR Tranche”), as determined by the Board, and measured from the [Registration Date through the third (3rd) anniversary of the Company’s adjusted core earnings per share (as defined below) during end of the three-year period beginning [ ], and ending on [ ] financial quarter immediately preceding the Grant Date]1 (the “Performance Period”). The Cumulative EPS ; and the remaining 50% of the RSUs shall satisfy the Performance Vesting Condition, if at all, based on the Adjusted EBITDA thresholds set forth in the table below (the “EBITDA Tranche”), as determined by the Board following the conclusion of the Performance Period[; provided, that for purposes of measuring the EBITDA Tranche, the Performance Period shall be determined by include the sum time period between end of the adjusted core earnings per share financial quarter immediately preceding the Grant Date through the third (3rd) anniversary of the end of the financial quarter immediately preceding the Grant Date]2. 1 IPO grants only; for subsequent grants, insert “end of the Company’s fiscal years ending [ ]financial quarter immediately preceding the Grant Date through the third (3rd) anniversary of such date. 2 IPO grants only; for subsequent grants, [ ] and [ ] and shall be measured on [ ] delete bracketed language. With respect to each tranche (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”considered individually), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (bi) The portion none of the Grantee’s rights and interest in relevant RSUs shall satisfy the Bonus, applicable Performance Vesting Condition if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: respective Threshold Performance percentage set forth above is not achieved; (cii) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting 25% of the Bonus have been satisfiedrelevant RSUs shall satisfy the applicable Performance Vesting Condition if the respective Threshold Performance percentage set forth above is achieved; provided (iii) 100% of the Grantee’s Continuous Status as an Employee relevant RSUs shall satisfy the applicable Performance Vesting Condition if the respective Maximum Performance percentage set forth above is achieved or Consultant or Non-Employee Director has exceeded; and (iv) the relevant RSUs shall vest on a straight line interpolation basis if performance exceeds the respective Threshold Performance percentage but does not terminated before achieve the Measurement Daterespective Maximum Performance percentage. In no event shall more than 100% of the RSUs allocated to particular Performance Vesting Condition be deemed to satisfy such Performance Vesting Condition. The Committee Board shall make this determination determine whether the applicable Performance Vesting Condition is satisfied within sixty forty-five (6045) days after following the Measurement Date (the “Determination Date”). This determination shall be based on the actual level end of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of Period. To the extent that the Board determines that the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but Vesting Condition has not limited tobeen satisfied, the Company RSUs shall immediately expire (whether or not the Time Vesting Condition is satisfied) and the Grantee. The Grantee Participant shall not be entitled to any claim or recourse if any action or inaction by have no further rights under the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedRSUs.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable at nonforfeitable on the Measurement Determination Date (as defined below) shall be determined in accordance with the following schedule, using linear interpolation, as certified by the Committee: (c) The Bonus applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining determination and certifying in writing written certification that the corresponding Performance Goal and all other conditions for the vesting of the Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination within sixty and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (60) days after the Measurement Date (the each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s or such Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreementset forth below, the vesting Restricted Stock Rights to which Grantee is entitled shall vest in the following manner: (i) 33% of the Grantee’s rights and interest in Restricted Stock Rights will vest on the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction first anniversary of the performance goal specified in this Section 2 Determination Date, (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”ii) an additional 34% of the Company’s adjusted core earnings per share (as defined below) during Restricted Stock Rights will vest on the three-year period beginning [ ]second anniversary of the Determination Date, and ending on [ ] (iii) the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum final 33% of the adjusted core earnings per share for Restricted Stock Rights will vest on the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (third anniversary of the “Measurement Determination Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The Upon Grantee’s Separation from Service due to death, Disability, Retirement, Impaction or Change in Control prior to the end of the Performance Period, Grantee shall vest in a pro rata portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable Restricted Stock Rights to which Grantee is entitled at the Measurement Date end of the Performance Period as described in Subsection 13.1(a)(iii)(3) of the Plan. The number of Restricted Stock Rights to which Grantee is entitled hereunder shall be determined in accordance with at the following schedule:conclusion of the Performance Period based upon actual performance during the Performance Period. (c) The Bonus Upon Grantee’s Separation from Service due to death, Disability, Retirement, Impaction or Change in Control after the conclusion of the Performance Period, nonvested Restricted Stock Rights shall become 100% vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting Subsection 13.1(a)(iii)(3) of the Bonus have been satisfied; provided the Plan. (d) Upon Grantee’s Continuous Status as an Employee involuntary or Consultant or Non-Employee Director has voluntary Separation from Service for any reason other than those set forth in Subparagraphs (b) and (c) above, the Restricted Stock Rights, if not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination previously vested, shall be based on the actual level of the Performance Goal achievedcanceled and forfeited immediately. (e) Upon Grantee’s Separation from Service for Cause, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination all nonvested Restricted Stock Rights shall be final, binding canceled and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedforfeited immediately.

Vesting. The bonus amount to be paid hereunder will vest and become payable upon final determination of the amount to be paid by the Corporation and the Committee, provided, however, that if such determination is made by the Committee prior to the Corporation’s filing with the Securities and Exchange Commission (“SEC”) of its annual report on Form 10-K that relates to the financial results for the applicable Performance Period, then the bonus amount to be paid hereunder will not vest and become payable until after such filing is complete. Notwithstanding the foregoing, all unvested Awards (and a bonus payment at Recipient’s Bonus Opportunity) shall immediately vest and become payable upon the occurrence of the following: (a) Except as may be otherwise termination of Recipient’s employment by reason of the death or Disability of Recipient; or (b) Recipient’s employment is terminated by the Corporation in anticipation of a Change of Control, or (c) Recipient is employed by the Corporation or an affiliate thereof at the time a Change of Control occurs, and at any time during the 18-month period following such Change of Control (provided that the bonus payment provided for hereunder shall have not already become due and been paid): (i) Recipient’s employment is terminated by the Corporation or an affiliate thereof for any reason other than for death, Disability or Cause, or (ii) Recipient terminates his/her employment for Good Reason within one year following the initial existence of the conditions giving rise to such Good Reason; provided, however, that in Section 3 or Section 6 the event any of this Agreement, the foregoing triggering events occurs after the end of the Performance Period but prior to the vesting of the Grantee’s rights and interest in Awards, then the Bonus amount of the bonus payment to Recipient shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in amount that would be due hereunder based on the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction performance of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the CompanyRecipient’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined Reporting Unit calculated in accordance with the following schedule: Bonus Percentages set forth in Schedule A hereto (c) The i.e., it shall not be paid at Recipient’s Bonus shall become vested and non-forfeitable in accordance with this Section 2Opportunity, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination but shall be paid based on the actual level Total Bonus Percentage for Recipient’s Reporting Unit multiplied by Recipient’s Bonus Opportunity), and such award shall not vest and become payable until final determination of the Performance Goal achieved, and shall not amount to be subject to an exercise of discretion to determine a level of achievement of paid by the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company Corporation and the Grantee. The Grantee shall not be entitled Committee (or, if such determination is made prior to any claim or recourse if any action or inaction by the CompanyCorporation’s filing with the SEC of its annual report on Form 10-K that relates to the financial results for the applicable Performance Period, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedthen after such filing is complete).

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Grant Agreement, this Option (to the vesting of extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Grantee’s rights and interest in the Bonus shall be determined Shares that have become “vested” in accordance with this Section 2. The extent to which the Grantee’s interest following vesting schedule, provided that the Optionee remains in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share Continuous Service” (as defined below) during of the threeCompany or any of its Subsidiaries through the applicable vesting date: First annual anniversary of the Date of Grant One-year period beginning [ ]third of the total number of Shares set forth on Exhibit A Second annual anniversary of the Date of Grant One-third of the total number of Shares set forth on Exhibit A Third annual anniversary of the Date of Grant Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and ending fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on [ ] or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Performance PeriodExpiration Date”). The Cumulative EPS , (3) the date on which the Optionee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the Performance Period shall be determined by date that Optionee’s Continuous Service with the sum Company or any of the adjusted core earnings per share for the Companyits Subsidiaries terminates due to Optionee’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] resignation or retirement that is not a “Qualifying Retirement” (the “Measurement Date”as defined below). For purposes of this Grant Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following scheduleterms shall have the assigned meanings: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except as may be otherwise provided Provided the Grantee meets any applicable vesting requirements set forth in Section 3 or Section 6 of this Stock Option Agreement, and provided that the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share Stock Price Hurdle (as defined below) during is met, except as set forth in Sections 3 and 5 below, the three-year period beginning [ ], and ending on [ ] Option awarded under this Stock Option Agreement shall vest as follows: (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum subject to achievement of the adjusted core earnings per share for Stock Price Hurdle) 3rd Anniversary of the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (50% of the “Measurement Date”). For purposes shares Date of this Agreement, “adjusted core earnings per share” means Grant 4th Anniversary of the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization Remaining 50% of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net the shares Date of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP.Grant (b) The portion Notwithstanding the foregoing, the Option will only vest if the closing price of the GranteeCompany’s rights Common Stock on the New York Stock Exchange equals or exceeds $4.90 per share for ten consecutive trading days ending on or after June 6, 2015 (the “Stock Price Hurdle”), except as provided in Sections 3 and interest 5 below. If the Stock Price Hurdle has not been met on the third anniversary of the Date of Grant, the Option with respect to 50% of the shares will vest on the first date after the third anniversary on which the Stock Price Hurdle is met, provided the Grantee remains employed by the Company or a Subsidiary through the applicable vesting date. If the Stock Price Hurdle has not been met by the fourth anniversary of the Date of Grant, the Option with respect to the remaining 50% of the shares will vest on the first date after the fourth anniversary on which the Stock Price Hurdle is met, provided the Grantee remains employed by the Company or a Subsidiary through the applicable vesting date. The Stock Price Hurdle must be met by June 5, 2022 in order for the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule:Option to vest under this Section 2. (c) The Bonus If the vesting schedule above would produce a fractional share, the portion of the Option that is exercisable shall become vested and non-forfeitable in accordance with this Section 2, subject be rounded down to the Committee determining nearest whole share. (d) Except as provided in Sections 3, 4 and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting 5 below, no portion of the Bonus have been satisfied; provided Option will vest after the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, employment with the Company and its Subsidiaries has terminated for any reason. In the Grantee. The Grantee shall not be entitled to event of any claim or recourse if any action or inaction by the Companytermination of employment, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy will forfeit the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus Option that does not become vested and non-forfeitable vest either before the termination date or on the applicable date designated in accordance with this Section 2 shall be forfeitedSections 3, 4 or 5.

Vesting. (a) Except as may be otherwise provided If Employee remains continuously employed by the Company from the Grant Date through December 31, 2023, this Performance Award shall vest in Section 3 or Section 6 of this Agreement, Employee on such date at the vesting levels set forth in the Notice based upon achievement of the Grantee’s rights and interest Company performance objectives set forth in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 Notice (the “Performance GoalObjectives”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ]commencing on January 1, 2021 and ending on [ ] December 31, 2023 (the “Performance Period”). The Cumulative EPS for As soon as administratively practicable after the end of the Performance Period shall be determined by (or such earlier date as set forth in Sections 2(b), (c), (d) or (e)), the sum Compensation Committee of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles Board (“GAAPCommittee”), before amortization of intangibles, stock-based compensation expense ) shall affirm in writing the extent to which the Performance Objectives have been achieved and related charges, the cash and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined units of deferred Stock that are vested in accordance with GAAPEmployee as a result of such achievement. (b) The portion If on or after the eighteen-month anniversary of the GranteeGrant Date and prior to the end of the Performance Period (i) a “Change of Control” (as defined in Treasury Regulation Section 1.409A-3(i)(5) that also meets the definition of “Change of Control” under the Plan) of the Company occurs, (ii) Employee incurs a “Disability” (as defined in Treasury Regulation Section 1.409A-3(i)(4) that also meets the definition of “disability” under the Company’s rights long-term disability plan), or (iii) Employee’s employment terminates due to Employee’s death, this Performance Award shall vest on the earliest of such events at the greater of the “Determined Percentage” (as defined below) and interest the “target” levels of performance as set forth in the BonusNotice. For this purpose, if any, the “Determined Percentage” means the percentage of vesting that becomes vested and non-forfeitable at would have occurred respecting the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject Performance Award pursuant to the Notice as if (1) the last day of the Performance Period was the Determination Date (as defined below) and the Performance Objectives were measured as of such date and (2) the dollar amount levels for “entry,” “target” and “overachievement” with respect to the Performance Objectives relating to the EBITDA Component set forth in the Notice were each prorated by multiplying the applicable dollar amount level by a fraction, the numerator of which is the number of calendar quarters during the period beginning on January 1, 2021 and ending on the Determination Date, and the denominator of which is 12 (such prorated levels being referred to herein as the “Prorated EBITDA Objectives”). As soon as administratively practicable after the date of the applicable vesting event described in clauses (b)(i), (b)(ii) or (b)(iii) above, the Committee determining and certifying shall affirm in writing that the corresponding extent to which the Performance Goal and all other conditions for the vesting of the Bonus Objectives have been satisfied; provided achieved and the Grantee’s Continuous Status cash and the number of units of deferred Stock that vest as an Employee or Consultant or Non-Employee Director has not terminated before a result of such achievement. As used in this Agreement, the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the term “Determination Date”). This determination shall be based on ” means (A) with respect to the actual level TSR Component of the Performance Goal achievedAward, the date of the applicable vesting event, and shall not be subject (B) with respect to an exercise of discretion to determine a level of achievement the EBITDA Component of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited toAward, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control most recently completed fiscal quarter of the Grantee, adversely affects Company coincident with or next preceding the ability date of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedapplicable vesting event.

Vesting. (a) Except as may be otherwise provided Subject to Section 8 and the paragraphs in this Section 3 or Section 6 below, the Award shall vest and become nonforfeitable upon, and subject to, the achievement of this Agreementthe performance hurdles and applicable time-based vesting requirements described in Annex A. The Administrator shall determine whether the applicable performance hurdles have been achieved, and the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, Share Units is subject to the Committee determining and certifying in writing Administrator’s determination. If the Participant is a party to an employment or similar agreement with the Company or any Subsidiary that the corresponding Performance Goal and all other conditions for includes provisions addressing the vesting of equity awards, the Bonus have been satisfied; Award shall also become vested as provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty in such agreement (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level including, without limitation, in connection with certain qualifying terminations of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the CommitteeParticipant’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the employment and/or qualifying change in control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goaltransactions). Any portion of the Bonus Award that is not considered eligible to vest following the Administrator’s determination following the end of the applicable performance period as a result of performance results for the performance period, all as determined in accordance with Annex A, shall terminate and be forfeited following the Administrator’s determination. ​ Unless otherwise provided by an employment agreement or similar agreement with the Company that addresses the vesting of equity awards in the event of the Participant’s death or disability, upon a termination of the Participant’s employment with the 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 2 (“Target Shares”) 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 physical or mental impairment which, as reasonably determined by the Company, renders Participant unable to perform the essential functions of Participant’s employment with the Company, even with a reasonable accommodation that does not become vested and nonimpose an undue hardship on the Company, for more than 90 days in any 180-forfeitable day period, unless a longer period is required by federal, state or local law, in accordance with this Section 2 shall be forfeitedwhich case that longer period would apply.

Vesting. Subject to the accelerated vesting provisions provided below, earned Performance Based Restricted Stock Units subject to the Award shall vest on the last day of the Vesting Period, if Employee remains employed by the Company or its Subsidiaries through such date. For the avoidance of doubt, if the Company fails to achieve at least the Earnings Per Share Threshold, an Employee shall be entitled to receive no shares of Stock with respect to the Performance Based Restricted Stock Units subject to the Award (a) as described in Section 2), unless the deemed Earnings Per Share from Continuing Operations provisions in this Section specifically modify such result. If, during the Performance Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, the Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months of the Employee’s employment during the Performance Period divided by twelve), based on Earnings Per Share from Continuing Operations during the Performance Period; or B. A Change in Control occurs, the Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months during the Performance Period before the date of the Change in Control, divided by twelve), and the Earnings Per Share from Continuing Operations shall be deemed to be 100% of the Earnings Per Share Target, regardless of actual performance. If, after the Performance Period but during the Vesting Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Earnings Per Share from Continuing Operations during the Performance Period; or B. A Change in Control occurs, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Earnings Per Share from Continuing Operations during the Performance Period. Except as may be otherwise provided in Section 3 or Section 6 of this Agreement4.1 below, in the vesting event of the Grantee’s rights and interest in the Bonus shall be determined in accordance termination of employment of Employee with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or its Subsidiaries for any other circumstance or event, including any circumstance or event outside reason before the control end of the GranteeVesting Period, adversely affects all Performance Based Restricted Stock Units that are not vested at the ability time of such termination of employment (after first taking into account the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction accelerated vesting provisions of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 4) shall be forfeited.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ]September 1, 2018 and ending on [ ] August 31, 2021 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] August 31, 2021 (the “Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before adjusted to exclude the following: (1) amortization of intangiblesintangible assets, (2) stock-based compensation expense and related charges, and (3) goodwill impairment charges, and net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and deferred tax valuation allowance regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges that result from associated with the write-off of goodwill and impairment chargespreviously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and interest in the BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date shall be determined in accordance with the following schedule:: Below [$X] 0 % [$X] 20 % [$X] 100 % [$X] 150 % Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The Bonus applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination within sixty may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (60) days after the Measurement Date (the each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the The Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. The Award shall be subject to two vesting conditions, each of which must be satisfied: (a) Except as may time-based vesting equal to 12.5% of the number of RSUs subject to the award (rounded to the nearest whole share) on July 14, 2013 and on each six-month anniversary of July 14, 2013 (unless such date shall be otherwise provided a day on which the U.S. stock exchanges are closed, in Section 3 or Section 6 of this Agreement, which case the vesting date shall be extended to the next succeeding business day); and (b) a performance-based condition of written certification by the Compensation Committee of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction Board of Directors of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) Company of the Company’s adjusted core positive fully-diluted earnings per share of the Company (as defined belowsubject to adjustment for certain extraordinary items) during for the three-fiscal year period beginning [ ], and ending on [ ] (December 31, 2013. If and when the “Performance Period”)performance-based condition is met, all RSUs that had previously met the time-based vesting condition will vest immediately and the remaining RSUs will vest according to the remaining schedule of the time-based condition. The Cumulative EPS for If the Performance Period performance-based condition is not met, all RSUs will be forfeited. Upon vesting, each RSU shall automatically be converted into one share of common stock of the Company and a certificate representing such share shall be determined by delivered to the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”)Key Person as promptly as practicable thereafter. For purposes of this Agreementdetermining the EPS of the Company in any particular fiscal year, “adjusted core earnings per share” means the Company’s net income determined under U.S. EPS shall be increased to the extent that EPS was reduced in accordance with generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided ) by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following scheduleobjectively determinable amounts due to: (c) The Bonus shall become vested and non-forfeitable 1. A change in accordance accounting policy or GAAP; 2. Dispositions of assets or businesses; 3. Asset impairments; 4. Amounts incurred in connection with this Section 2, subject any financing; 5. Losses on interest rate swaps resulting from xxxx to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee market adjustments or Consultant discontinuing xxxxxx; 6. Board approved restructuring or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, similar charges including but not limited toto charges in conjunction with or in anticipation of an acquisition; 7. Losses related to environmental, the Company and the Granteelegal, product liability or other contingencies; 8. The Grantee shall not be entitled to any claim Changes in tax laws; 9. Losses from discontinued operations; and 10. Other extraordinary, unusual or recourse if any action or inaction by infrequently occurring items as disclosed in the Company, 's financial statements or any other circumstance or event, including any circumstance or event outside filings under the control Securities Exchange Act of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited1934.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ]September 1, 2019 and ending on [ ] August 31, 2022 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] August 31, 2022 (the “Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before adjusted to exclude the following: (1) amortization of intangiblesintangible assets, (2) stock-based compensation expense and related charges, and (3) goodwill impairment charges, and net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and deferred tax valuation allowance regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges that result from associated with the write-off of goodwill and impairment chargespreviously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and interest in the BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date shall be determined in accordance with the following schedule:: Below $9.75 0 % $9.75 20 % $11.65 100 % $12.50 150 % Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The Bonus applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination within sixty may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (60) days after the Measurement Date (the each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the The Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except Subject to the Participant’s continued Employment except as may be otherwise specifically provided herein or in Section 3 or Section 6 of this Agreementthe Plan, the vesting PRSUs granted hereunder will vest on January 1, 2022 (the earliest of such date, the GranteeParticipant’s rights Retirement and interest the occurrence of a Change of Control, the “Vesting Date”). If the Participant’s Employment terminates before the Vesting Date, no amounts will be payable hereunder unless the Participant’s Employment is terminated by the Company without Cause within 180 days before the Vesting Date, or on account of his or her death or Disability, in which case the Bonus Participant or the Participant’s estate will be entitled to retain a pro rated number of PRSUs, which shall be determined remain eligible for payment in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction 5 below (including application of the performance goal specified in this Section 2 (the “any Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”Modifier). For purposes of this Agreementthe foregoing, “adjusted core earnings per share” means the pro rated number of PRSUs the Participant or the Participant’s estate shall be entitled to retain shall be calculated by multiplying the total number of PRSUs awarded hereunder by a fraction, the numerator of which is the number of days worked since the beginning of 2019 and the denominator of which is the total number of days in the Vesting Period (i.e., the number of days between January 1, 2019 and January 1, 2022). Notwithstanding the foregoing, all outstanding PRSUs will fully vest upon the Participant’s Retirement or a Change of Control and will continue to be paid out in accordance with Section 5 below (including application of any Performance Modifier); provided, however, that if such Change of Control is a Qualified Change of Control, notwithstanding anything set forth in Section 5, payments made pursuant to Section 5 shall be made at the time(s) and in the same form of consideration as the consideration delivered to the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined Members in accordance connection with GAAPsuch transaction. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 or Section 7 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ]September 1, 2022 and ending on [ ] August 31, 2025 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] August 31, 2025 (the “Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before adjusted to exclude the following: (1) amortization of intangibles, intangible assets; (2) stock-based compensation expense and related charges, and ; (3) goodwill impairment charges, and net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and deferred tax valuation allowance regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges that result from associated with the write-off of goodwill and impairment chargespreviously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Committee and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and interest in the BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) shall be determined at the Measurement Date shall be determined in accordance with the following schedule:, as determined by the Committee: Below [**Redacted] 0 % [**Redacted] 20 % [**Redacted] 100 % [**Redacted] 150 % Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The Bonus applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service has not terminated before the Measurement date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than seventy (70) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Exchange Act, the determination within sixty may be made by (60i) days after such Xxxxxxx’s divisional Executive Vice President or the Measurement Date Chief Executive Officer of the Company, (ii) the Chief Operating Officer of the Company or (iii) the President of the Company (each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the The Committee’s or such Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Company or the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except Unless earlier terminated, forfeited, relinquished or expired, and subject to the Grantee’s continued employment through the applicable vesting dates, the Performance Stock Units shall vest as may be otherwise provided follows: (i) If the Administrator certifies that the performance metric set forth in Appendix A attached hereto (the “Vesting Metric”) has been achieved at at least the Threshold level of performance during fiscal year 2019, 33% of the Earned Performance Stock Units (as determined pursuant to Appendix A) shall vest on the date on which the Administrator certified such achievement (the “First Time-Based Vesting Date”); and (ii) if the Administrator certifies that the Vesting Metric has been achieved at at least the Threshold level of performance during fiscal year 2019, the remaining 67% of the Earned Performance Stock Units shall vest on the first anniversary of the date on which the Administrator certified such achievement (the “Second Time-Based Vesting Date” and together with the First Time-Based Vesting Date, the “Time-Based Vesting Dates”). (b) Notwithstanding anything to the contrary in Section 3 or Section 6 3(a) above, in the event that the Company fails to achieve the Threshold level of this Agreementperformance under the Vesting Metric during fiscal year 2019, the vesting of the Grantee’s rights Performance Stock Units shall immediately cease and interest in all of the Bonus Performance Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction immediately forfeited as of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) last day of the Company’s adjusted core earnings per share (as defined below) during the three-fiscal year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP2019. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus Notwithstanding anything to the contrary in Section 3(a) above and subject to the conditions set forth below, if the Company consummates a Covered Transaction prior to the end of fiscal year 2019, the Performance Stock Units granted hereby that have not otherwise vested or been terminated, forfeited, relinquished or expired prior to the Covered Transaction shall automatically become a number of time-vested and non-forfeitable in accordance with this Section 2restricted stock units assuming the greater of target or expected (as determined by the Administrator) level of performance (“Restricted Stock Units”), which Restricted Stock Units shall vest on the first anniversary of the Covered Transaction, subject to Xxxxxxx’s continued employment through that date. If the Committee determining and certifying in writing Administrator certifies that the corresponding Performance Goal and all other conditions for Vesting Metric has been achieved during fiscal year 2019, the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Nonapplicable Time-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and Based Vesting Dates shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achievedaffected by any Covered Transaction, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee Earned Performance Stock Units shall not be entitled continue to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and nonvest based on their applicable Time-forfeitable in accordance with this Section 2 shall be forfeitedBased Vesting Dates.

Vesting. (a) Except Unless earlier terminated, forfeited, relinquished or expired, and subject to the Grantee’s continued employment through the applicable vesting dates, the Performance Stock Units shall vest as may be otherwise provided follows: (i) If the Administrator certifies that the performance metric set forth in Appendix A attached hereto (the “Vesting Metric”) has been achieved at at least the Threshold level of performance during fiscal year 2020, 33% of the Earned Performance Stock Units (as determined pursuant to Appendix A) shall vest on the later of (x) the date on which the Administrator certified such achievement and (y) March 1, 2021 (such date, the “First Time-Based Vesting Date”); and (ii) if the Administrator certifies that the Vesting Metric has been achieved at at least the Threshold level of performance during fiscal year 2020, the remaining 67% of the Earned Performance Stock Units shall vest on the first anniversary of the later of (x) the date on which the Administrator certified such achievement and (y) March 1, 2021 (such date, the “Second Time-Based Vesting Date” and together with the First Time-Based Vesting Date, the “Time-Based Vesting Dates”). (b) Notwithstanding anything to the contrary in Section 3 or Section 6 3(a) above, in the event that the Company fails to achieve the Threshold level of this Agreementperformance under the Vesting Metric during fiscal year 2020, the vesting of the Grantee’s rights Performance Stock Units shall immediately cease and interest in all of the Bonus Performance Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction immediately forfeited as of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) last day of the Company’s adjusted core earnings per share (as defined below) during the three-fiscal year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP2020. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus Notwithstanding anything to the contrary in Section 3(a) above and subject to the conditions set forth below, if the Company consummates a Covered Transaction prior to the end of fiscal year 2020, the Performance Stock Units granted hereby that have not otherwise vested or been terminated, forfeited, relinquished or expired prior to the Covered Transaction shall automatically become a number of time-vested and non-forfeitable in accordance with this Section 2restricted stock units assuming the greater of target or expected (as determined by the Administrator) level of performance (“Restricted Stock Units”), which Restricted Stock Units shall vest on the first anniversary of the Covered Transaction, subject to Grantee’s continued employment through that date. If the Committee determining and certifying in writing Administrator certifies that the corresponding Performance Goal and all other conditions for Vesting Metric has been achieved during fiscal year 2020, the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Nonapplicable Time-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and Based Vesting Dates shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achievedaffected by any Covered Transaction, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee Earned Performance Stock Units shall not be entitled continue to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and nonvest based on their applicable Time-forfeitable in accordance with this Section 2 shall be forfeitedBased Vesting Dates.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the threefive-year period beginning [ [______________], and ending on [ [______________] (the “Performance Period”,” subject to early termination in accordance with Section 2(b)). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ [______________], [ [______________], [______________], [______________] and [ [______________] and shall be measured on [ three dates: [______________], [______________] and [______________] (the each a “Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable at the first Measurement Date (that is, [______________]) during the Performance Period shall be determined in accordance with the following schedule:: Beginning [ ] and Ending [ ] Notwithstanding the foregoing schedule, (i) if the certified achievement of the Performance Goal at the first Measurement Date (that is, [______________]) is at or above a Cumulative EPS of [$X] (that is, 100 percent or more of the related Shares are certified to vest and become non-forfeitable), then the Performance Period shall end on the first Measurement Date and no additional related Shares shall be available to become vested under this Agreement; (ii) if the certified achievement of the Performance Goal at the first Measurement Date is at a Cumulative EPS of less than [$X] (that is, less than 100 percent, if any, of the related Shares are certified to vest and become non-forfeitable), then the cumulative percentage of related Shares underlying the Restricted Stock Units that may be certified to vest and become non-forfeitable during the Performance Period shall not exceed 100 percent, and the number of Restricted Stock Units and related Shares that may be certified to vest and become non-forfeitable as of any Measurement Date after the first Measurement Date shall be reduced (but not below zero) by the number of Restricted Stock Units and related Shares, if any, that were certified to vest and become non-forfeitable on any preceding Determination Date (as defined below); and (iii) no fractional Shares shall be issued, and subject to the preceding limitations on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares through the first Measurement Date and 100 percent of the related Shares thereafter), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The Bonus portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the second Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule (reduced by the number of Restricted Stock Units that were previously certified to vest and become non-forfeitable on any preceding Determination Date, as provided in Section 2(b)): Beginning [ ] and Ending [ ] (d) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the third Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule (reduced by the number of Restricted Stock Units that were previously certified to vest and become non-forfeitable on any preceding Determination Date, as provided in Section 2(b)): Beginning [ ] and Ending [ ] (e) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.the

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the threefive-year period beginning [ ], and ending on [ ] (the “Performance Period”,” subject to early termination in accordance with Section 2(b)). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ], [ ], [ ] and [ ] and shall be measured on three dates: [ ], [ ] and [ ] (the each a “Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable at the first Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule:: Beginning [ ] and Ending [ ] Notwithstanding the foregoing schedule, (i) if the certified achievement of the Performance Goal at the first Measurement Date (that is, [ ]) is at or above a Cumulative EPS of [$X] (that is, 100 percent or more of the related Shares are certified to vest and become non-forfeitable), then the Performance Period shall end on the first Measurement Date and no additional related Shares shall be available to become vested under this Agreement; (ii) if the certified achievement of the Performance Goal at the first Measurement Date is at a Cumulative EPS of less than [$X] (that is, less than 100 percent, if any, of the related Shares are certified to vest and become non-forfeitable), then the cumulative percentage of related Shares underlying the Restricted Stock Units that may be certified to vest and become non-forfeitable during the Performance Period shall not exceed 100 percent, and the number of Restricted Stock Units and related Shares that may be certified to vest and become non-forfeitable as of any Measurement Date after the first Measurement Date shall be reduced (but not below zero) by the number of Restricted Stock Units and related Shares, if any, that were certified to vest and become non-forfeitable on any preceding Determination Date (as defined below); and (iii) no fractional Shares shall be issued, and subject to the preceding limitations on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares through the first Measurement Date and 100 percent of the related Shares thereafter), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The Bonus portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the second Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule (reduced by the number of Restricted Stock Units that were previously certified to vest and become non-forfeitable on any preceding Determination Date, as provided in Section 2(b)): Beginning [ ] and Ending [ ] (d) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the third Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule (reduced by the number of Restricted Stock Units that were previously certified to vest and become non-forfeitable on any preceding Determination Date, as provided in Section 2(b)): Beginning [ ] and Ending [ ] (e) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the each Measurement Date during the Performance Period (the each, a “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 or Section 7 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ][September 1, 2021] and ending on [ [August 31, 2024] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ [August 31, 2024] (the “Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before adjusted to exclude the following: (1) amortization of intangiblesintangible assets, (2) stock-based compensation expense and related charges, and (3) goodwill impairment charges, and net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and deferred tax valuation allowance regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges that result from associated with the write-off of goodwill and impairment chargespreviously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and interest in the BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date shall be determined in accordance with the following schedule:: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The Bonus applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service has not terminated before the Measurement date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination within sixty may be made by (60i) days after such Grantee’s divisional Executive Vice President or Chief Executive Officer, (ii) the Measurement Date Chief Operating Officer of the Company or by (iii) the President of the Company (each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the The Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Company or the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. The Performance Shares shall become vested, as and to the extent indicated below, only if and to the extent the Performance Condition is satisfied. The number of Performance Shares that become Net Performance Shares, as determined below, shall be equal to the sum (a) Except not to exceed the number of Performance Shares specified in Paragraph B above (as that number may be otherwise provided in Section 3 or adjusted pursuant to Section 6 of this Agreementthe Additional Term and Conditions)) of the results determined below. The Debt to EBITDAR Performance Condition is satisfied to the extent the "adjusted total debt to EBITDAR" ratio as defined in the Amended and Restated Revolving Credit Agreement dated as of February 28, 2007, as amended by First Amendment dated November 30, 2007 and further amended by Second Amendment dated May 21, 2008, and the Amended and Restated Note Purchase Agreement dated May 21, 2008, and as finally reported by the Company to its lenders for Fiscal Year 2010 is: The percentage of Performance Shares becoming Net Performance Shares (the “Performance Percentage”) determined by the actual performance results shall be multiplied by the number of Performance Shares specified in Paragraph B above (as that number may be adjusted pursuant to Section 6 of the Additional Term and Conditions); provided, however, the vesting number of Net Performance Shares shall be capped at the number of Performance Shares specified in Paragraph B above (as that number may be adjusted pursuant to Section 6 of the Grantee’s rights Additional Term and interest in the Bonus Conditions). The Performance Shares that do not become Net Performance Shares shall be determined forfeited as of the date of the 2010 meeting of the Committee (the “Performance Determination Meeting”) in which the Committee determines the extent to which the performance actually realized, as measured against the Performance Condition, results in fewer than all (or none) of the Performance Shares becoming Net Performance Shares based upon the performance schedule set forth above. If no Performance Shares become Net Performance Shares by reason of such Committee determination, all Performance Shares shall be forfeited. The Net Performance Shares which have satisfied the Performance Condition are herein referred to as the “Vested Shares.” Any portion of the Performance Shares or Net Performance Shares which have not become Vested Shares in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 Paragraph C shall be forfeited.

Vesting. (a) Except The Restricted Stock shall vest in three equal annual increments on the first three anniversaries of the Grant Date, subject to the Grantee’s continued employment with the Company and its Subsidiaries on each applicable vesting date. The vesting of the shares of Restricted Stock shall be cumulative, but shall not exceed 100% of the shares of Restricted Stock. If the foregoing schedule would produce fractional shares, the number of shares that vest on the first two vesting dates shall be rounded down to the nearest whole share and the fractional shares shall be accumulated and vest on the last vesting date. The period during which the Restricted Stock has not yet vested hereunder shall be referred to as may be otherwise provided in Section 3 or Section 6 the “Vesting Period.” (b) Notwithstanding any other provision of this Agreement, during the vesting Vesting Period, the Restricted Stock shall be immediately and unconditionally forfeited and revert to the Company, without any action required by the Grantee or the Company in the event any of the Grantee’s rights following events occur: (1) The Grantee is dismissed as an employee of the Company and interest its Subsidiaries based upon fraud, theft, or dishonesty, which is reflected in the Bonus shall be determined in accordance with this Section 2. The extent a written or electronic notice given to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction ; (2) The Grantee purchases or sells securities of the performance goal specified Company in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) violation of the Company’s adjusted core earnings per share xxxxxxx xxxxxxx guidelines then in effect, if any; (as defined below3) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined Grantee breaches any duty of confidentiality including that required by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ]xxxxxxx xxxxxxx guidelines then in effect; (4) The Grantee fails to assign any invention, [ ] and [ ] and shall be measured on [ ] (technology, or related intellectual property rights to the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means Company within 30 days after the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonuswritten request for such assignment, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting such assignment is a condition of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, any agreement between the Company and the Grantee. ; or (5) The Grantee breaches any non-solicitation or non-competition covenant by which the Grantee is bound, pursuant to the Employee Confidential Information and Invention Assignment Agreement or otherwise, subject to applicable law. (c) Notwithstanding the foregoing provisions of this Section 2, upon cessation of the Grantee’s employment with the Company and its Subsidiaries under any circumstances, including, without limitation, the Grantee’s resignation, death or disability, or termination of employment by the Company or a Subsidiary, the Restricted Stock shall not be entitled immediately and unconditionally forfeited and revert to any claim or recourse if any action or inaction by the Company, without any action required by the Grantee or the Company, to the extent that the Vesting Period has not ended in accordance with Section 2(a) as of the date of such cessation of employment with the Company and its Subsidiaries. Shares of Restricted Stock that do not become vested pursuant to Section 2(a) shall be forfeited and the Grantee shall cease to have any other circumstance or event, including any circumstance or event outside rights of a stockholder with respect to such forfeited shares as of the control date of the Grantee, adversely affects the ability ’s termination of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedemployment.

Vesting. Any earned bonus must be vested in order to become payable. The following rules shall apply in determining your earned and vested benefit: (a) Except as may Amounts earned for Contract Bonuses shall fully vest upon the Company’s entering into such Signed, Expanded or Extended Contract. Subject to the provisions below, you must remain employed with the Company or its affiliates until the end of the Performance Period in order to vest in your earned bonus amounts for the Growth Award under paragraph 3 and for the OSPP Bonus under paragraph 4. (b) In the event that your employment with the Company is terminated during the Performance Period pursuant to Sections VI, VIII(i),(iii)(and only in the event of a Change in Responsibility)(iv) or X of your Employment Agreement (a “Qualifying Termination”), you shall be otherwise provided in Section 3 or Section 6 of this Agreement, the entitled to full vesting of the Grantee’s rights Growth Award, and interest provided that you have not missed any of the milestones set forth in Section 4, you shall also be entitled to full vesting of the Bonus shall be determined in accordance with this OSSP Bonus, and further subject to Section 2. The extent 6(c) and 6(d) respectively. (c) In the event that your Growth Award is vested pursuant to which Section 6(b) above, the Grantee’s interest in amount of the Bonus becomes vested and non-forfeitable payment pursuant to the Growth Award shall be based upon on the satisfaction Company’s international business’ projected gross revenue for the full twelve month period immediately following the month of your Qualifying Termination as determined by the Company’s Chief Executive Officer using the same methodology as set forth in paragraph 3. * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION (d) In the event that your OSSP Bonus is vested pursuant to Section (b) above or (e) below, the amount of the performance goal specified payment pursuant to the OSSP Bonus shall equal $1,000,000 multiplied by a fraction, the numerator of which is the number of months from September 1, 2010 through the date of your Qualifying Termination, and the denominator of which is 28, provided that in this the event you have met all of the milestones set forth in Section 2 4 prior to a vesting event described in Sections (the “Performance Goal”b) or (e), subject to Section 3. The Performance Goal you shall be based upon entitled to the Cumulative EPS full amount of the OSSP Bonus. (“Cumulative EPS”e) In the event that there is a Change in Control of the Company (as defined under the Plan) that will have a Material Adverse Effect on the international business or a sale of the Company’s adjusted core earnings per share (international business operations while you are employed as defined below) during an Eligible Employee, you shall be entitled to full vesting of the three-year period beginning [ ]Growth Award, and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum provided that you have not missed any of the adjusted core earnings per share for milestones set forth in Section 4, you shall also be entitled to full vesting of the Company’s fiscal years ending [ ]OSSP Bonus, [ ] and [ ] further subject to Section 6(d) and shall be measured on [ ] (the “Measurement Date”)following sentence. For purposes of this AgreementSection 6(e), “adjusted core earnings per share” means the Growth Award shall be calculated within 30 days following the occurrence of an event described in the prior sentence by calculating the Company’s net income international business’ projected revenue for the full twelve month period immediately following such Change in Control or sale of the Company’s international business operations as determined by the Company’s Chief Executive Officer using the same methodology as set forth in paragraph 3 at the time of such Change in Control or sale. In the event that there is a Change in Control of the Company (as defined under U.S. generally accepted accounting principles (“GAAP”the Plan) that will not have a Material Adverse Effect on the international business, this Agreement and the long-term performance award hereunder will continue in full force and effect until the end of the Performance Period. For purposes of this Section 6(e), before amortization a Material Adverse Effect on the international business means: (1) a material change in the organizational and reporting structure of intangiblesthe international business, stock-based compensation expense (2) a material change in the strategic direction of the international business, or (3) a material decrease in the investment in and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from budget for the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAPinternational business. (bf) The portion of Notwithstanding the Grantee’s rights and interest in the Bonusforegoing, if anyif, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject prior to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level end of the Performance Goal achievedPeriod, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, your employment with the Company terminates pursuant to Section VII or IX of your Employment Agreement, then you shall immediately forfeit all rights to payments pursuant to your Growth Award, your OSSP Bonus and the Grantee. The Grantee shall not be entitled to any claim Contract Bonuses for Signed, Extended or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedExpanded Contracts signed following such termination.

Vesting. (a) Except as may The PSUs shall be otherwise provided in Section 3 or Section 6 of this Agreement, performance based and shall vest at the vesting end of the Grantee’s rights and interest in Performance Period based on the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction achievement of the performance goal specified in this Section 2 as described on Exhibit X attached hereto (the “Performance GoalExhibit X”), and upon certification of achievement by the Compensation Committee. Upon a Change in Control, as defined in the Employment Agreement, the unvested PSUs shall be converted to a number of Restricted Stock Units equal to the number of Shares that would have vested on the date of the Change in Control based on the performance goals described in Exhibit X if the date of the Change in Control had been the last date of the Performance Period, and such Restricted Stock Units shall vest on the last date of the Performance Period, subject to your continued employment until the last day of the Performance Period and provided you are in continued compliance with the provisions of Section 36 of the Employment Agreement. The Performance Goal shall be based upon Notwithstanding the Cumulative EPS foregoing, (“Cumulative EPS”i) in the event of a termination of your employment by the company without Cause or by you with Good Reason (as defined in Section 5(a)(3) of the Company’s adjusted core earnings per share Employment Agreement) (other than under the circumstances set forth in clause (ii) of this paragraph) you shall remain eligible to receive the pro rata number of PSUs, based on the percentage of the Performance Period during which you were employed, provided the performance goals are met on the date of termination as if the date of termination had been the last date of the Performance Period, such pro rata number of PSUs to vest at the end of the Performance Period, provided you are in continued compliance with the provisions of Section 6 of the Employment Agreement and (ii) in the event of a termination of your employment by the company without Cause or by you with Good Reason within 12 months after a Change in Control, the Restricted Stock Units into which the PSUs shall have converted pursuant to the preceding paragraph shall immediately vest on the Date of Termination, as defined below) during in the three-year period beginning [ ]Employment Agreement, and ending the shares covered thereby shall be distributed to you within thirty (30) days of the Date of Termination. Except as provided in the preceding paragraph, in the event of a termination of your employment with the Company for any reason or for no reason prior to February 22, 2019, your then remaining unvested PSUs granted hereunder shall be forfeited and of no further force or effect. Other than as provided in the immediately preceding Section as to conditions and timing of distribution of Common Stock with respect to PSUs vesting as a result of a termination of your employment and Section 8 of the Employment Agreement with regard to equity distributed as a result of your incurring a Separation from Service as an employee of the Company, any vested portion of the PSUs shall be distributed to you in shares of Common Stock on [ ] (March 15 following the “end of the Performance Period”). The Cumulative EPS Period based upon a determination that the Company achieved the performance goal for the Performance Period Period. Dividends With respect to the PSUs, you will have the right to receive dividend equivalents (in cash or in kind, as the case may be) in respect of any dividend distributed to holders of Common Stock of record on and after the Date of Award; provided, that any such dividend equivalents shall be subject to the same restrictions as the PSUs with regard to which they are issued, including without limitation, as to vesting (including accelerated vesting) and time of distribution. All such withheld dividends shall not earn interest, except as otherwise determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] Administrator. You will not receive withheld dividends on any PSUs which are forfeited and [ ] and all such dividends shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance forfeited along with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be PSUs which are forfeited.

Vesting. (a) Except The Restricted Shares shall vest as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP.follows: (b) The portion Notwithstanding the foregoing, the Restricted Shares shall vest as follows: (i) all Restricted Shares shall vest in the event of the death or Disability of the Grantee’s rights and interest ; and (ii) all Restricted Shares shall vest if the Grantee shall incur an Involuntary Termination (as defined in the Bonus, if any, that becomes vested and non-forfeitable at Plan) during the Measurement Date shall be determined in accordance one year period commencing with the following schedule:occurrence of a Change in Control. (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for As soon as reasonably practicable after the vesting of all or any portion of the Bonus have been satisfied; provided Restricted Shares, the Trust shall notify Grantee or the Grantee’s Continuous Status legal representative, as an Employee applicable, of the amount of required withholding taxes due on the vesting of all or Consultant a portion of Restricted Shares (“Tax Notice”). Grantee or Non-Employee Director has not terminated before Grantee’s legal representative, as applicable, shall tender to the Measurement Date. The Committee shall make this determination Trust the amount specified in the Tax Notice within sixty five (605) business days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level date of the Performance Goal achievedTax Notice, and or such longer period of time as the Trust may designate. The Trust shall not be subject required to an exercise of discretion to determine a level of achievement of remove the Performance Goal other than that actually achieved, provided that restrictions on such Shares until such time as the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and Grantee or the Grantee’s legal representative, as applicable, shall have paid such tax withholding amount in full. The Grantee shall not be entitled to any claim or recourse if any action or inaction Trust, at its sole discretion and on such terms and conditions determined by the CompanyTrust from time to time, may permit the Grantee or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee ’s legal representative to satisfy the Performance Goal Trust’s minimum statutory tax withholding obligations as determined by the Trust’s accounting department through (i) the sale of all or a portion of such Shares resulting from this Agreement through the employer’s broker or (ii) by returning to the Trust a number of Shares having a fair market value equal to the minimum statutory tax withholding amount due. Shares cannot be returned to the Trust and withheld to satisfy more than the required minimum statutory tax withholding amounts. In the event Grantee or Grantee’s legal representative, as applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Trust may, in any way prevents its sole discretion, satisfy such tax and withholding obligations by: (i) returning to the satisfaction of the Performance Goal. Any Trust all or a portion of the Bonus that does not become vested and non-forfeitable in accordance with Shares issued under this Section 2 Agreement; or (ii) withholding the required amounts from other amounts due the Grantee or Grantee’s legal representative, as applicable. The Trust is authorized to pay over to the appropriate authority, all federal, state, county, city or other taxes as shall be forfeitedrequired pursuant to any law or governmental regulation or ruling.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this AgreementSubject to the terms, conditions, and limitations set forth herein, the vesting Vesting Date for the Restricted Stock Units shall occur on [the third anniversary of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction effective date of the performance goal specified in this Section 2 grant set forth above (and on such date the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus Restricted Stock Units shall become vested 100% vested, earned and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”payable). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved], provided that the CommitteeGrantee is a full-time employee of CompuCredit (or one of its Affiliates) from the date of grant through the applicable date. [In addition, until the date set forth above, and provided that the Grantee is a full-time employee of CompuCredit (or one of its Affiliates) at the time of a “Change in Control,” any Restricted Stock Units that theretofore have not become vested, earned and payable shall immediately become vested, earned and payable upon a “Change in Control.”] Notwithstanding the foregoing, any Restricted Stock Units that theretofore have not become vested, earned and payable shall immediately become vested, earned and payable upon termination by CompuCredit (or its Affiliates) of Grantee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, employment other than for Cause or in the Company and case of the Granteedeath or Disability of Grantee while employed by CompuCredit (or one of its Affiliates). The A transfer of Grantee from CompuCredit to a subsidiary or vice versa shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control constitute a termination for these purposes. Upon issuance of the Granteeshares of Common Stock, adversely affects CompuCredit shall retain, and not issue, shares of Common Stock having a Fair Market Value, at the ability time of issuance, equal to the Tax Withholding, unless prior to the Vesting Date the Grantee has made arrangements satisfactory to CompuCredit regarding the payment of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedTax Withholding.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Grant Agreement, this Option (to the vesting of extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Grantee’s rights and interest in the Bonus shall be determined Shares that have become “vested” in accordance with this Section 2. The extent to which the Grantee’s interest following vesting schedule, provided that the Optionee remains in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share Continuous Service” (as defined below) during of the threeCompany or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-year period beginning [ ]third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and ending fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on [ ] or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Performance PeriodExpiration Date”). The Cumulative EPS , (3) the date on which the Optionee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the Performance Period shall be determined by date that Optionee’s Continuous Service with the sum Company or any of the adjusted core earnings per share for the Companyits Subsidiaries terminates due to Optionee’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] resignation or retirement that is not a “Qualifying Retirement” (the “Measurement Date”as defined below). For purposes of this Grant Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following scheduleterms shall have the assigned meanings: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except The Restricted Stock Units will become nonforfeitable and payable to the Grantee pursuant to Section 6 hereof upon the occurrence of the dates and percentages as may be otherwise set forth on Exhibit A. (b) Notwithstanding the provisions of Section 3(a), all of the Restricted Stock Units subject to this Agreement will become nonforfeitable and payable to the Grantee pursuant to Section 6 hereof upon any Change in Control that occurs while the Grantee is employed by or serving as a director or consultant of the Company or any Subsidiary. (c) Notwithstanding the provisions of Section 3(a), all of the Restricted Stock Units subject to this Agreement will become nonforfeitable and payable to the Grantee pursuant to Section 6 hereof on the 30th day following the date upon which the Grantee dies or becomes permanently disabled while employed by or serving as a director or consultant of the Company or a Subsidiary after the Date of Grant. (d) Notwithstanding the provisions of Section 3(a), if the Grantee’s employment is involuntarily terminated by the Company other than for Cause prior to the time at which all Restricted Stock Units become nonforfeitable as provided in Section 3 or 3(a), all of the Restricted Stock Units subject to this Agreement will become nonforfeitable and payable to the Grantee pursuant to Section 6 of this Agreement, hereof on the vesting of 30th day following the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to date upon which the Grantee’s interest in employment is involuntarily terminated by the Bonus becomes vested and non-forfeitable Company without Cause. For this purpose, “Cause” shall be based upon mean: (i) the satisfaction commission of an act of fraud, embezzlement, theft or other criminal act constituting a felony; (ii) the willful or wanton disregard of the performance goal specified rules or policies of the Company or its affiliates that results in this Section 2 a material loss, damage or injury to the Company or its affiliates; (iii) the “Performance Goal”), subject repeated failure of Grantee to Section 3. The Performance Goal shall be based upon perform duties consistent with Grantee’s position or to follow or comply with the Cumulative EPS (“Cumulative EPS”) reasonable directives of the Company’s adjusted core earnings per share or its affiliates’ Board of Directors (as defined below) during or applicable officer in the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum case of the adjusted core earnings per share for the Company’s fiscal years ending [ ]foreign subsidiaries) or Grantee’s superiors after having been given notice thereof (e.g., [ ] the insubordination of Grantee); or (iv) the material breach of any provision contained in a written non-competition, confidentiality or non-disclosure agreement between the Company or any of its affiliates and [ ] and shall be measured on [ ] (the “Measurement Date”)Grantee. For purposes The determination of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of whether the Grantee’s rights and interest in employment is terminated by the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date Company other than for Cause shall be determined in accordance with made by the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to Committee. In the event of a dispute between the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for Grantee over the vesting determination of the Bonus have been satisfied; provided whether the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not employment is terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited tofor Cause, the Company and the GranteeGrantee agree that such dispute will be finally decided by a panel of three arbitrators having expertise in employment compensation in an arbitration conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award of the arbitrators may be entered in any court having jurisdiction thereof. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of Company and the Grantee to satisfy each will appoint one arbitrator and the Performance Goal or in any way prevents the satisfaction of the Performance Goaltwo appointed arbitrators will select a third arbitrator. Any portion of the Bonus that does not become vested and non-forfeitable arbitration hereunder will be conducted in accordance with this Section 2 shall be forfeitedCleveland, Ohio.

Vesting. If conditions to vesting as specified in this Agreement are not satisfied as of the applicable vesting date(s), [unvested shares/deferred cash][the right to exercise a stock option] will be canceled. The vesting schedule of the Award is stated in the [Deferred Stock/Restricted Stock/Deferred Cash] Award Summary to which this Appendix is attached. If the vesting schedule provides for vesting in installments, the [shares subject to the Award][right to exercise a stock option] will vest in the amounts (asubject to rounding) Except and pursuant to the schedule so provided. If all applicable conditions to vesting are satisfied, [the initial deferral amount, as may adjusted to reflect interest accrued/notional gain (or loss) to the vesting date][shares subject to the Award] that vest thereby will no longer be otherwise subject to cancelation (except as provided in Section 3 [6(f)], but Participant will not become entitled to receive such vested [shares][amounts] until their originally scheduled vesting date(s), unless Participant becomes entitled to an accelerated distribution upon the occurrence of events described in Section [6(b)(ii), (e) or Section 6 (m)] of this Agreement]; [shares subject to a stock option ("Option shares") shall vest and become exercisable in the installment amounts (subject to rounding, in Citigroup's discretion) on the vesting dates set forth in the Stock Option Grant Summary, or, if applicable, at such earlier times as provided for upon the occurrence of the Grantee’s rights and interest events described in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non[6] [SPECIFY APPLICABLE SUB-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ SECTIONS] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense ]. Vesting and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined [distribution/payment/exercise] in accordance with GAAP. (b) The portion each case are subject to receipt of the Grantee’s rights information necessary to make required tax payments and interest in the Bonus, if any, confirmation by Citigroup that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other applicable conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject Once Participant becomes entitled to an receive [vested shares/deferred cash][shares acquired upon exercise of discretion a stock option], [they will be distributed][the payment will be made] as soon as administratively practicable. All [distributions of shares][payments] pursuant to determine a level the Award will be net of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited[shares][funds] withheld for taxes.]

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this AgreementFor any Award Period, the vesting following number of Performance Shares shall vest if and only if a Management Representative (defined below) or the Grantee’s rights and interest in the Bonus shall be determined Compensation Committee, as applicable, determines, in accordance with this Section 2. The extent to which Paragraph 4, that the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share Target (as defined belowin Paragraph 4(e)(iii)) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance that Award Period shall be determined has been met by the sum of Trust: If there are any Performance Shares that have not vested after Management’s Representative or the adjusted core earnings per share for Compensation Committee, as applicable, has determined the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance Performance Shares that will vest with GAAPrespect to the final Award Period, then any and all then-remaining Performance Shares which have not vested shall terminate and be forfeited. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within Within sixty (60) days after the Measurement Date end of each Award Period, Management’s Representative or the Compensation Committee, as applicable, shall determine whether the Performance Target has been met by the Trust for such Award Period and thereafter, shall promptly notify the Key Employee (or the executors or administrators of the Key Employee’s estate) of such determination. If Management’s Representative or the Compensation Committee, as applicable, determines that the Performance Target has been met for such Award Period, then the number of Performance Shares specified in Paragraph 4(a) above with respect to such Award Period shall vest. (c) Notwithstanding the foregoing, all remaining Performance Shares shall vest if the Key Employee shall incur an Involuntary Termination (as defined in the Plan) during the one year period commencing with the occurrence of a Change in Control. (d) As soon as reasonably practicable after the vesting of all or any portion of the Performance Shares, the Trust shall notify Key Employee or the Key Employee’s legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Performance Shares (“Determination DateTax Notice”). This determination Key Employee or Key Employee’s legal representative, as applicable, shall be based on tender to the actual level Trust the amount specified in the Tax Notice within five (5) business days after the date of the Performance Goal achievedTax Notice, and or such longer period of time as the Trust may designate. The Trust shall not be subject required to an exercise of discretion to determine a level of achievement of remove the Performance Goal other than that actually achievedrestrictions on such Shares until such time as the Key Employee or the Key Employee’s legal representative, provided that the Committee’s good faith determination as applicable, shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Granteehave paid such tax withholding amount in full. The Grantee shall not be entitled to any claim or recourse if any action or inaction Trust, at its sole discretion and on such terms and conditions determined by the CompanyTrust from time to time, may permit the Key Employee or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee Key Employee’s legal representative to satisfy the Performance Goal minimum tax withholding obligations through the sale of all or a portion of such Shares resulting from this Agreement or by a return to the Trust of a number of Shares having a fair market value equal to the withholding amount due. In the event Key Employee or Key Employee’s legal representative, as applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Trust may, in any way prevents its sole discretion, satisfy such tax and withholding obligations by: (i) returning to the satisfaction of the Performance Goal. Any Trust all or a portion of the Bonus that does not become vested and non-forfeitable in accordance with Shares issued under this Section 2 Agreement thereby withholding benefits under this Agreement; or (ii) withholding the required amounts from other amounts due the Key Employee or Key Employee’s legal representative, as applicable. The Trust is authorized to pay over to the appropriate authority, all federal, state, county, city or other taxes as shall be forfeitedrequired pursuant to any law or governmental regulation or ruling. (e) For purposes of this Agreement:

Vesting. (a) Except The Company will pay you the Per Share Cash Value for each vested Unit, with such payment to be made on the applicable vesting date or as may soon as administratively practicable thereafter; provided that in no event shall any such payment be otherwise provided in Section 3 or Section 6 of this Agreement, delivered later than the vesting fifteenth day of the Grantee’s rights third month following the end of the calendar year with respect to which the Units were earned and interest not subject to forfeiture. For purposes of vesting under this Deferred Cash Replacement Award, with respect to any PSU award, you are entitled to vest in an amount no greater than the target amount of Units under the award. Each Unit with respect to a RSU will vest, and you will receive the Per Share Cash Value for each such Unit, in accordance with the time-vesting schedule in your applicable Grant Summary. Each Unit with respect to a PSU will be deemed to vest ratably on the last day of each fiscal year during the portion of the performance period (as set forth in the Bonus shall be determined applicable Grant Summary) applicable to the Units that occurs following the Effective Date, and you will receive the Per Share Cash Value for each such Unit, in accordance with this Section 2time-vesting schedule and this Paragraph 2 (Vesting). The extent Notwithstanding the foregoing, if your “Employment” is terminated by the Company or your “Employer” without “Cause” (each as defined below) on or following the Effective Time and prior to which the Grantee’s interest in 24-month anniversary of the Bonus becomes Effective Time, you will become 100% vested as of your date of Employment termination and non-forfeitable shall be based the payment of the Per Share Cash Value for each Unit vesting upon the satisfaction date of your Employment termination will be made within ten days following such date. As used herein, the performance goal specified term “Cause” means: (a) a violation of your obligations regarding confidentiality or the protection of sensitive, confidential or proprietary information, or trade secrets; (b) an act or omission by you resulting in this Section 2 your being charged with a criminal offense that constitutes a felony or involves moral turpitude or dishonesty; (the “Performance Goal”)c) conduct by you that constitutes poor performance, subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) gross neglect, insubordination, willful misconduct, or a breach of the Company’s adjusted core earnings per share Code of Conduct or a fiduciary duty to the Company or its stockholders; or (as defined belowd) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined determination by the sum senior management of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges Company that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject you violated state or federal law relating to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all personsworkplace environment, including, but not limited towithout limitation, the Company and the Grantee. The Grantee shall not be entitled laws relating to any claim sexual harassment or recourse if any action or inaction by the Companyage, sex, race, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedprohibited discrimination.

Vesting. The shares shall vest as set forth in the Notice of Grant; provided that (ai) Except as may be otherwise provided in Section 3 the shares shall vest immediately upon the death or Section 6 of this Agreement, the vesting Disability of the Grantee’s rights Participant while employed by the Company or any Affiliate, and interest (ii) in the Bonus event of the Participant’s Retirement then (A) any service-based vesting requirement shall be determined deemed fully satisfied if such Restricted Stock Award was made at least one full year prior to such termination of employment and (B) to the extent performance vesting goals are established in accordance with this Section 2. The extent respect of the shares, any shares as to which the Grantee’s interest in restrictions on transferability shall not already have lapsed shall vest at the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction end of the performance goal specified in period to the extent the 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 Section 2 Paragraph D, “Disability” means a physical 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. For the purposes of this Paragraph D, “Retirement” means voluntary termination of employment with the Company and all Affiliates after (the “Performance Goal”i) attaining age 65, (ii) qualifying for Rule of 80 retirement (combined age and years of service totaling 80), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS or (“Cumulative EPS”iii) attaining age 55 and completing 10 Years of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”)Service. For purposes of this AgreementParagraph D, “adjusted core earnings per shareYears of Service” means a Participant’s complete 12-month periods of continuous employment (excluding any periods in which the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined Participant incurs a break in accordance service) with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Granteeits Affiliates. The Grantee A Participant’s Years of Service shall not be entitled to any claim include employment by a predecessor employer whose stock or recourse if any action or inaction substantially all of whose assets are acquired by the Company, as determined by the Committee or any other circumstance or eventits designee. Upon vesting, including any circumstance or event outside as described above in this Paragraph D, and within thirty (30) days thereafter, the control shares shall be released (paid) to the Participant free of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or restrictions described in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedAgreement.

Vesting. Subject to Sections 4 and 6 below, and pursuant to the terms of this Agreement and the Plan (a) Except and as summarized on Exhibit A attached hereto), the Restricted Stock Units shall be eligible to vest and no longer be subject to Restrictions as of the Vesting Date to the extent that the MSCI Index Relative Performance goals set forth on Exhibit A attached hereto are satisfied for the Performance Period (as may be otherwise provided in Section 3 modified for Absolute Total Shareholder Return as set forth on Exhibit A) (each such term as defined below or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”on Exhibit A), subject to Section 3the || Awardee being an employee of the Company or an Affiliate thereof through the Vesting Date. The As soon as reasonably practicable following the end of the Performance Goal Period (but in no event later than sixty (60) days after the end of the Performance Period), the Committee shall be based upon determine (such date of determination by the Cumulative EPS (Committee, the “Cumulative EPSVesting Date”) the Company TSR Percentage, the MSCI Index TSR Percentage, the MSCI Index Relative Performance, the Vesting Percentage, the Absolute Total Shareholder Return and the number of Restricted Stock Units subject hereto that have become vested and no longer subject to Restrictions as of the Vesting Date (with any fractional Restricted Stock Unit rounded as determined by the Company’s adjusted core earnings per share (). Any Restricted Stock Units subject hereto that have not become vested and no longer subject to Restrictions as defined below) during of the three-year period beginning [ ]Vesting Date for any reason shall immediately be forfeited as of such date without consideration therefor, and ending on [ ] the Awardee shall have no further right or interest in or with respect to such Restricted Stock Units. Notwithstanding the foregoing, in the event that a Change of Control occurs prior to the end of the Performance Period and the Awardee remains in continued employment with the Company or an Affiliate thereof until at least immediately prior to the Change of Control, a number of Restricted Stock Units equal to the product of (x) the “number of then-outstanding Restricted Stock Units multiplied by (y) the Vesting Percentage calculated assuming that the MSCI Index Relative Performance Period”). The Cumulative EPS for the Performance Period shall be is attained at Target Level (as set forth on Exhibit A) (with any fractional Restricted Stock Unit rounded as determined by the sum Company) shall automatically become fully vested and no longer subject to Restrictions as of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”)date of such Change of Control. For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following scheduleterms shall have their respective meanings set forth below: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except The RSUs shall vest as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”)follows, subject to Section 3the Grantee's continued employment with the Company or a Subsidiary or Affiliate. The Performance Goal Within sixty (60) days following the end of each annual performance period set forth in (a), (b) and (c) below, the Compensation Committee shall be based upon meet and shall certify in writing whether the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”)applicable performance goals have been achieved for each such year. The Cumulative EPS for the Performance Period shall be determined Any fractional RSUs created by the sum of the adjusted core earnings per vesting calculations described below will be rounded down to a whole share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall number; no fractional shares will be measured on [ ] (the “Measurement Date”)delivered pursuant to this Award. For purposes of this Award Agreement, “adjusted core earnings per share” means [Performance Criteria] will be calculated based on [Insert Definition of Performance Criteria Calculation]. (a) [Performance Criteria – Year One]. If the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”)'s [Performance Criteria] for the period from [Insert dates for Performance Period, before amortization Year One] is [Insert Performance Criteria Target], one-third of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net the RSUs will vest as of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by date the weighted average number of outstanding shares determined in accordance with GAAPCompensation Committee certifies performance. (b) The portion [Performance Criteria – Year Two]. If the Company's [Performance Criteria] for the period from [Insert dates for Performance Period, Year Two] is [Insert Performance Criteria Target], a total of two-thirds of the Grantee’s rights and interest in RSUs will vest as of the Bonusdate the Compensation Committee certifies performance, if any, including any RSUs that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule:under Section 3(a) above. (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to [Performance Criteria – Year Three]. If the Committee determining and certifying in writing that the corresponding Company's [Performance Goal and all other conditions Criteria] for the vesting period from [Insert dates for Performance Period, Year Three] is [Insert Performance Criteria Target], all RSUs that have not yet vested will vest as of the Bonus have been satisfied; provided date the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Compensation Committee shall make this determination within sixty (60) days after the Measurement Date certifies performance (the “Determination "Certification Date”"). This determination Provided however that if the Company has any material acquisitions or divestitures during the term of this performance period then [Performance Criteria] shall be based on calculated without including the actual level benefits of any acquired businesses and shall be adjusted to reflect the disposition of any such business(es) by recalculating the performance targets by excluding the projected operating profit and assets, as of year-end [Insert Year] of the divested business(es) for the three year period. Additionally, [Performance Goal achieved, and shall not Criteria] will also be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to adjusted for any claim asset impairments or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedrestructuring charges.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ]September 1, 2019 and ending on [ ] August 31, 2022 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] August 31, 2022 (the “Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before adjusted to exclude the following: (1) amortization of intangiblesintangible assets, (2) stock-based compensation expense and related charges, and (3) goodwill impairment charges, and net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and deferred tax valuation allowance regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges that result from associated with the write-off of goodwill and impairment chargespreviously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and interest in the BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date shall be determined in accordance with the following schedule:: Below $9.75 0 % $9.75 20 % $11.65 100 % $12.50 150 % Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The Bonus applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination within sixty may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (60) days after the Measurement Date (the each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the The Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except as may be otherwise provided Subject to Section 8 and the paragraphs in this Section 3 or Section 6 below, the Award shall vest and become nonforfeitable upon, and subject to, the achievement of this Agreementthe performance hurdles and applicable time-based vesting requirements described in Annex A. The Administrator shall determine whether the applicable performance hurdles have been achieved, and the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, Share Units is subject to the Committee determining and certifying in writing Administrator’s determination. If the Participant is a party to an employment or similar agreement with the Company or any Subsidiary that the corresponding Performance Goal and all other conditions for includes provisions addressing the vesting of equity awards, the Bonus have been satisfied; Award shall also become vested as provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty in such agreement (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level including, without limitation, in connection with certain qualifying terminations of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the CommitteeParticipant’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the employment and/or qualifying change in control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goaltransactions). Any portion of the Bonus Award that is not considered eligible to vest following the Administrator’s determination following the end of the applicable performance period as a result of performance results for the performance period, all as determined in accordance with Annex A, shall terminate and be forfeited following the Administrator’s determination. Upon a termination of the Participant’s employment with the Company by the Company due to Participant’s death or disability, Participant will vest in a pro-rata portion of the target 7/01 ‌ number of Share Units specified in Section 2 (“Target Shares”) 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 physical or mental impairment which, as reasonably determined by the Company, renders Participant unable to perform the essential functions of Participant’s employment with the Company, even with a reasonable accommodation that does not become vested and nonimpose an undue hardship on the Company, for more than 90 days in any 180-forfeitable day period, unless a longer period is required by federal, state or local law, in accordance with this Section 2 shall be forfeitedwhich case that longer period would apply.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) for the last two fiscal years (that is, the fiscal years ending and ) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date shall be determined in accordance with the following schedule:: Cumulative EPS for Two Fiscal Years Ending [ ] and [ ] Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The Bonus applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Determination Date, as defined herein. The Committee shall make this determination within sixty ninety (6090) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, restructuring and related charges under Board approved plans, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date shall be determined in accordance with the following schedule:: Cumulative EPS for Fiscal Years Beginning and Ending . Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The Bonus applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination within sixty and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (60) days after the Measurement Date (the each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. Subject to Sections 4 and 6 below, and pursuant to the terms of this Agreement and the Plan (a) Except and as summarized on Exhibit A attached hereto), the Restricted Stock Units shall be eligible to vest and no longer be subject to Restrictions as of the Vesting Date to the extent that the MSCI Index Relative Performance goals set forth on Exhibit A attached hereto are satisfied for the Performance Period (as may be otherwise provided in Section 3 modified for Absolute Total Shareholder Return as set forth on Exhibit A) (each such term as defined below or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”on Exhibit A), subject to Section 3the Awardee being an employee of the Company or an Affiliate thereof through the Vesting Date. The As soon as reasonably practicable following the end of the Performance Goal Period (but in no event later than thirty (30) days after the end of the Performance Period), the Committee shall be based upon determine (such date of determination by the Cumulative EPS (Committee, the “Cumulative EPSVesting Date”) the Company TSR Percentage, the MSCI Index TSR Percentage, the MSCI Index Relative Performance, the Vesting Percentage, the Absolute Total Shareholder Return and the number of Restricted Stock Units subject hereto that have become vested and no longer subject to Restrictions as of the Vesting Date (with any fractional Restricted Stock Unit rounded as determined by the Company’s adjusted core earnings per share (). Any Restricted Stock Units subject hereto that have not become vested and no longer subject to Restrictions as defined below) during of the three-year period beginning [ ]Vesting Date for any reason shall immediately be forfeited as of such date without consideration therefor, and ending on [ ] the Awardee shall have no further right or interest in or with respect to such Restricted Stock Units. Notwithstanding the foregoing, in the event that a Change of Control occurs prior to the end of the Performance Period and the Awardee remains in continued employment with the Company or an Affiliate thereof until at least immediately prior to the Change of Control, a number of Restricted Stock Units equal to the product of (x) the “number of then-outstanding Restricted Stock Units multiplied by (y) the Vesting Percentage calculated assuming that the MSCI Index Relative Performance Period”). The Cumulative EPS for the Performance Period shall be is attained at Target Level (as set forth on Exhibit A) (with any fractional Restricted Stock Unit rounded as determined by the sum Company) shall automatically become fully vested and no longer subject to Restrictions as of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”)date of such Change of Control. For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following scheduleterms shall have their respective meanings set forth below: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. Subject to Sections 3 and 4, the Grantee must continue as an active employee of an Employing Company for three years from the Date of Grant, subject to the Employing Company’s right to terminate the Grantee’s employment at any time. The RSUs shall vest as follows: (a) upon the first anniversary of the Date of Grant, one-third of the RSUs granted on the Date of Grant shall vest, provided that the Grantee is employed by an Employing Company on such anniversary, (b) upon the two year anniversary of the Date of Grant, an additional one-third of the RSUs granted on the Date of Grant shall vest, provided that the Grantee is employed by an Employing Company on such anniversary, and (c) upon the three year anniversary of the Date of Grant, the remaining one-third of the RSUs granted on the Date of Grant shall vest, provided that the Grantee is employed by an Employing Company on such anniversary. All fractional unvested RSUs, if any, resulting from the ratable vesting shall vest as whole RSUs upon the latest vesting date. Except as may be otherwise provided in Section Sections 3 or Section 6 and 4 of this Agreement, notwithstanding any other terms or conditions of the vesting Plan, the Administrative Regulations or this Agreement to the contrary, in the event of the Grantee’s rights termination of employment, regardless of the reason for such termination and interest whether or not later found to be invalid or in breach of employment laws in the Bonus shall be determined in accordance with this Section 2. The extent to which jurisdiction where the Grantee’s interest in Grantee is employed or the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion terms of the Grantee’s rights and interest in the Bonus's employment agreement, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status right to vest in the RSUs, if any, will terminate effective as of the date that the Grantee is no longer actively employed by an Employee Employing Company and will not be extended by any notice period (i.e., active employment would not include any contractual notice period or Consultant any period of “garden leave” or Non-Employee Director has not terminated before similar period mandated under employment laws in the Measurement Datejurisdiction where the Grantee is employed or the terms of the Grantee's employment agreement, if any). The Committee shall make this determination within sixty (60) days after have the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of exclusive discretion to determine a level of achievement when the Grantee is no longer actively employed for purposes of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedRSUs.

Vesting. (a) Except Subject to the Participant’s continuous employment by the Company and its Affiliates, the Restricted Stock granted to the Participant shall vest and become nonforfeitable as may to the percentage of the Restricted Stock indicated on the dates specified below (each a “Restricted Stock Vesting Date”), [provided that the performance conditions on attached Schedule A have been satisfied prior to the first Restricted Stock Vesting Date. If the performance conditions on Schedule A have not been satisfied prior to the first Restricted Stock Vesting Date, all of the shares of Restricted Stock granted pursuant to this Agreement shall terminate and be otherwise provided forfeited as of the first Restricted Stock Vesting Date]: First Anniversary of Grant Date % Second Anniversary of Grant Date % Third Anniversary of Grant Date % Fourth Anniversary of Grant Date % In the event the above vesting schedule results in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights any fractional share of Common Stock, such fractional share of Common Stock shall not be deemed vested hereunder but shall vest and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction become nonforfeitable when such fractional share of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) Common Stock aggregates a whole share of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAPCommon Stock. (b) The portion If the Participant’s continued employment by the Company and its Affiliates is terminated or terminates for any reason (other than death or Disability), then the Restricted Stock, to the extent not then vested, shall be forfeited by the Participant to the Company without consideration; provided, however, that if the Participant’s continued service terminates because of the GranteeParticipant’s rights and interest in death or Disability, then the BonusRestricted Stock, if any, that becomes to the extent not then vested and non-forfeitable at the Measurement Date not previously forfeited, shall be determined in accordance with the following schedule:immediately become fully vested. (c) The Bonus shall become vested and non-forfeitable in accordance with Notwithstanding any other provision of this Section 2, subject Agreement to the Committee determining contrary, in 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. 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 certifying this Agreement, but the Committee, in writing its sole determination, expects the Participant to be Disabled at the end of the 9-month period referred to in Section 3(a) 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. (d) In the event that any calendar date on which vesting is purportedly scheduled pursuant to the corresponding Performance Goal and all other conditions for terms of Section 2 is not a Business Day, the vesting of shall automatically be delayed until the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Datefirst Business Day following that calendar date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based Business Day” means a date on the actual level of the Performance Goal achievedwhich commercial banks in New York, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedNew York are open for general business.

Vesting. (a) Except as may be otherwise provided in subparagraphs (c) and (d) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement according to the following vesting schedule, provided the Participant does not incur a termination of employment or service as an Employee (as defined in the Plan) with the Employer prior to the applicable vesting date (the “Vesting Date”): First Anniversary of Date of Grant 33 1/3% Second Anniversary of Date of Grant 66 2/3% The vesting of the Phantom Units is cumulative, but shall not exceed 100% of the Phantom Units. If the foregoing schedule would produce fractional Units, then the number of Units shall be rounded down to the nearest whole Unit. For the avoidance of doubt, the provisions of this Paragraph 3 shall supersede Section 7.6 and Section 11 of the Plan.] (a) Except as otherwise provided in subparagraphs (c) and (d) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement according to the following vesting schedule, provided the Participant does not incur a termination of employment or service as an Employee (as defined in the Plan) with the Employer prior to the applicable vesting date (the “Vesting Date”): For the avoidance of doubt, the provisions of this Paragraph 3 or shall supersede Section 6 7.6 and Section 11 of the Plan.] (b) Except as otherwise provided in this Agreement, if the vesting Participant terminates employment or service as an Employee prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the Grantee’s rights and interest corresponding Units shall be forfeited. (c) If the Participant is terminated by the Employer without Cause (as defined in the Bonus shall 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 determined in accordance with this Section 2. The extent to which paid as soon as practicable thereafter. (d) If after the Grantee’s interest Date of Grant, a Change of Control (as defined in the Bonus becomes vested Plan) occurs while the Participant is employed, or providing service to the Employer, but prior to the Vesting Date, and non-forfeitable shall be based upon (i) the satisfaction Participant is terminated without Cause during the Change of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share Control Period (as defined below) during or (ii) the three-year period beginning [ ]Participant resigns for Good Reason (as defined in the Plan), and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum portion of the adjusted core earnings per share for Phantom Units credited to the CompanyParticipant’s fiscal years ending [ ], [ ] Phantom Unit Account that have not vested shall immediately vest and [ ] and shall be measured on [ ] paid within the thirty (30) day period following the “Measurement Date”)termination of employment. For purposes of this Agreement, section “adjusted core earnings per shareChange of Control Period” means shall mean the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based period commencing on the actual level date of the Performance Goal achieved, a Change of Control and shall not be subject to an exercise ending eighteen (18) calendar months following a Change of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedControl.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 Subject to the terms of this AgreementAgreement (including, without limitation, the vesting of Clawback and Recoupment provisions under Section 20, which impose further conditions on the GranteeParticipant’s rights and interest in eligibility to earn the Bonus shall be determined in accordance with Shares subject to this Section 2. The extent to which the GranteeAward), Participant’s interest in the Bonus becomes Restricted Share Units awarded under Section 1 will become vested and nonnonforfeitable as follows: thirty-forfeitable shall be based upon the satisfaction three and one-third percent (33-1/3%) of the performance goal specified in this Section 2 Restricted Share Units will vest on each one year anniversary of the Award Date such that all of the Restricted Share Units will be fully vested after three (3) years from the Award Date so long as Participant remains a bona fide employee of the Company or its Affiliates (“Performance GoalEmployment”), except as provided in subparagraphs (c) and (d) below. Upon vesting, the American Depositary Receipts representing the Shares subject to the vested Restricted Share Units will be delivered to Participant from the Trust, provided the withholding requirements of Section 3. The Performance Goal shall 6 have been satisfied. (b) If Participant’s Employment is terminated for any reason, then, except as otherwise provided in subparagraphs (c) or (d), all Restricted Share Units to the extent not yet vested under subparagraph (a) on the date Participant ceases Employment will be based upon the Cumulative EPS forfeited by Participant without payment of any Shares or other consideration to Participant therefor. (“Cumulative EPS”c) If Participant’s Employment terminates by reason of the Company’s adjusted core earnings per share death or Disability (as defined below) during the three-year period beginning [ ]), Participant’s interest in all Restricted Share Units awarded hereunder will become fully vested and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum nonforfeitable as of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”)date of termination of Employment. For purposes of this Agreement, “adjusted core earnings per shareDisability” means disability which entitles Participant to long-term disability benefits under the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”)or Affiliate’s long-term disability plan as applicable to Participant at such time; provided, before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if anyhowever, that becomes vested and non-forfeitable at such disability meets the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this requirements of Treasury Regulation Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”1.409A-3(i)(4). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreementsubparagraphs (b), (c) and (d) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement according to the following vesting schedule, provided the Participant does not incur a termination of service as a non-employee member of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction board of directors of the performance goal specified in this Section 2 Company (“Non-Employee Director”) prior to the applicable vesting date (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Vesting Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP.): (b) The portion Except as otherwise provided in this Agreement, if the Participant terminates service as a Non-Employee Director prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates service as a Non-Employee Director on account of death or Disability (as defined in the Plan), all of the GranteeParticipant’s rights and interest in unvested Phantom Units shall become vested as of the Bonus, if any, that becomes vested and nondate of the Participant’s termination of service as a Non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule:Employee Director on account of death or Disability. (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to If the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status Participant terminates service as an Employee or Consultant or a Non-Employee Director has on account of Retirement (as defined in the Plan) prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not terminated before vested will vest on a pro-rated basis as determined by the Measurement Date. The Committee shall make this determination within sixty in its sole discretion and will be paid as soon as practicable thereafter. (60d) days after If a Change of Control (as defined in the Measurement Date (Plan) occurs while the “Determination Date”). This determination shall be based on Participant is providing service to the actual level of Service Recipient and the Performance Goal achievedParticipant ceases to serve as a Non-Employee Director, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achievedon account of a termination for Cause (as defined in the Plan), provided that during the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited toChange of Control Period (as defined in the Plan), the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus Phantom Units credited to the Participant’s Phantom Unit Account that does have not become vested shall immediately vest and non-forfeitable in accordance with this Section 2 shall be forfeitedpaid within the thirty (30) day period following the termination of service to the Service Recipient.

Vesting. Your Options will be exercisable only to the extent that they have vested. Fifty percent (a50%) Except of your Options (“Time Vest Options”) will vest as may be otherwise provided in Section 3 follows: one-third of the total Time Vest Options granted to you hereunder shall vest on April 7, 2007, one-third of the total Time Vest Options granted to you hereunder shall vest on April 7, 2008, and one-third of the total Time Vest Options granted to you hereunder shall vest on April 7, 2009; provided, however, that vesting of such Time Vest Options will occur if and only if you have been continuously employed by the Company or Section 6 any Subsidiary (excluding periods of temporary disability or approved leaves of absence) from the date of this AgreementAgreement through such vesting dates. Fifty percent (50%) of your Options (“Performance Vest Options”) will vest as follows: one-third of the total Performance Vest Options granted to you hereunder shall vest on April 7, 2007, one-third of the total Performance Vest Options granted to you hereunder shall vest on April 7, 2008, and one-third of the total Performance Vest Options granted to you hereunder shall vest on April 7, 2009; provided, however, that vesting of such Performance Vest Options will occur if and only if (1) you have been continuously employed by the Company or any Subsidiary (excluding periods of temporary disability or approved leaves of absence) from the date of this Agreement through such vesting dates and (2) as of each such vesting date the Company has either: (A) met or exceeded (as determined on a basis consistent with the calculation methodologies used in the preparation of the pro forma EBITDA projections for the Company previously distributed to you) the annual EBITDA target for the prior fiscal year as set forth below: $ $ $ or (B) met or exceeded (as determined on a basis consistent with the calculation methodologies used in the preparation of the pro forma EBITDA projections for the Company previously distributed to you) the cumulative EBITDA target for the prior fiscal years as set forth below: $ $ Further, notwithstanding the foregoing, (X) in the event that the annual and/or cumulative EBITDA targets set forth in Sections 2(b)(i)(2)(A) and 2(b)(i)(2)(B) above are not met or exceeded for a given fiscal year or years, the Board may (but shall not be obligated to) at any time prior to the Expiration Date, in the Board’s sole and unreviewable discretion and whether due to the achievement by the Company of an acceptable EBITDA threshold for a sale of the Company or otherwise, deem such EBITDA targets set forth above satisfied for such fiscal year(s) for the purposes of determining the vesting of the Grantee’s rights your Performance Vest Options and interest in the Bonus shall be determined in accordance with this Section 2. The extent (Y) if your employment is terminated without Cause or for Good Reason (other than pursuant to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 clause (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share definition of Good Reason) within one hundred eighty (180) days prior to, or twelve (12) months following, a Change in Control, such termination shall be deemed to be as defined below) during the three-year period beginning [ ]a result of a Change in Control, and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided you shall be deemed to have been employed by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion Company on the date of the Grantee’s rights Change in Control and interest in the Bonus, if any, that becomes vested vesting and non-forfeitable at the Measurement Date exercisability of both your Time Vest Options and Performance Vest Options shall be determined in accordance with the following schedule: controlled by subsection (cd) The Bonus shall become vested and non-forfeitable in accordance with of this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except as may be otherwise provided in Section 3 the Plan or Section 6 of this Agreementan employment agreement or service agreement, the vesting terms of which have been approved by the Grantee’s rights and interest Administrator, the Restricted Stock Units will vest pursuant to the Vesting Schedule set forth in the Bonus shall be determined Certificate. Restricted Stock Units that have vested and are no longer subject to forfeiture according to the Vesting Schedule are referred to herein as “Vested Units.” Restricted Stock Units that have not vested and remain subject to forfeiture under the Vesting Schedule are referred to herein as “Unvested Units.” The Unvested Units will vest and become payable in accordance with this Section 2the Vesting Schedule. The extent As soon as practicable after the Unvested Units become Vested Units, the Company will settle the Vested Units by issuing to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) Director one share of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] Common Stock for each Vested Unit (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum date of the adjusted core earnings per share for the Company’s fiscal years ending [ ]such settlement, [ ] and [ ] and shall be measured on [ ] (the “Measurement Payment Date”). For purposes of No fractional shares shall be issued under this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (ba) The Forfeiture of Unvested Units. Except as otherwise provided in this Section, Restricted Stock Units previously granted to Director may be forfeited, unless the Nominating and Governance Committee of the Board shall deem facts sufficient to prevent forfeiture, if Director: i) shall be found guilty of a felony or is found guilty of breach of fiduciary duty to the Company; ii) ceases to be a director for reasons other than death, incapacity or retirement from the Board after at least five (5) years of service as a director of the Company prior to vesting of any Restricted Stock Units awarded (an “Involuntary Termination”); or iii) elects not to stand for reelection. No Shares shall be issued or issuable with respect to any portion of the Grantee’s rights Award that terminates unvested and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be is forfeited.

Vesting. (a) 3.1 Except as may be otherwise provided herein, provided that the Grantee remains in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share Continuous Service (as defined below) during through the three-year period beginning [ ]applicable vesting date described below, and ending on [ ] the Restricted Stock Units will vest in accordance with the following schedule (the period during which restrictions apply, the “Performance Restricted Period”). ): [VESTING DATE] [NUMBER OR PERCENTAGE OF UNITS THAT VEST ON THE VESTING DATE] [VESTING DATE] [NUMBER OR PERCENTAGE OF UNITS THAT VEST ON THE VESTING DATE] Once vested, the Restricted Stock Units become “Vested Units.” 3.2 The Cumulative EPS foregoing vesting schedule notwithstanding, if the Grantee's Continuous Service terminates for any reason at any time before all of his or her Restricted Stock Units have vested, the Performance Period Grantee's unvested Restricted Stock Units shall be determined by automatically forfeited upon such termination of Continuous Service and neither the sum Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement; provided, however, that in the event that the Grantee is party to a written employment agreement with the Company pursuant to which service-based vesting requirements applicable to equity awards are excused, in whole or in part, upon the occurrence of a Change in Control, then the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and foregoing vesting schedule shall be measured on [ ] (the “Measurement Date”)deemed to incorporate by reference such provisions. For purposes of this Agreement, the term “adjusted core earnings per shareContinuous Service” means that the CompanyGrantee’s net income determined under U.S. generally accepted accounting principles (“GAAP”)service with the Company or an Affiliate, before amortization whether as an Employee, Consultant or Director, is not interrupted or terminated. The Grantee’s Continuous Service shall not be deemed to have terminated merely because of intangiblesa change in the capacity in which the Grantee renders service to the Company or an Affiliate as an Employee, stock-based compensation expense and related chargesConsultant or Director or a change in the entity for which the Grantee renders such service, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges provided that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion there is no interruption or termination of the Grantee’s rights and interest Continuous Service; provided further that if this Agreement is subject to Section 409A of the Code, this sentence shall only be given effect to the extent consistent with Section 409A of the Code. The Administrator or its delegate, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the Bonuscase of any leave of absence approved by that party, if anyincluding sick leave, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, military leave or any other circumstance personal or event, including any circumstance or event outside the control family leave of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedabsence.

Vesting. (a) Except This Warrant shall vest as may be otherwise to Shares (subject to adjustment as ----- provided in Section 3 or Section 6 herein) for each $20 million of this Agreement, the vesting net revenues of the Grantee’s rights and interest Company exceeding $50 million for the twelve (12) month period ending February 1, 2002 or February 1, 2003 (each a "Measuring Period"), provided that the gross margin for the ---------------- revenues reported in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 applicable Measuring Period or Periods is at least eighty percent (the “Performance Goal”80%), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion Chief Financial Officer of the Grantee’s rights Company, in consultation with the Audit Committee of the Board of Directors and/or the Company's then independent public accountants (the "Auditors"), shall calculate the net revenues and interest in the Bonus-------- gross margin for each Measuring Period and send a notice showing the number of Shares, if any, that becomes which have vested during the applicable Measurement Period and non-forfeitable at a copy of his calculation (the Measurement Date shall be determined in accordance with the following schedule: (c"Calculation Notice") The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining Company and certifying in writing that to the corresponding ------------------ Holders of all the Performance Goal and all other conditions for Warrants, including the Holder hereof. If the Holder does not object to the calculation of the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”)"Objection Period") after his receipt of the Calculation Notice, the ---------------- calculation shall be final and binding upon the Holder. This Upon the request of Holders of Performance Warrants for at least a majority of shares of Common Stock underlying the Performance Warrants, a representative thereof may during the Objection Period inspect the Company's financial books and records to verify the calculation in the Calculation Notice. If the Holder or another Holder of Performance Warrants timely notifies the Chief Financial Officer prior to the end of the Objection Period, specifying his objection to the calculation, the Auditors shall review the calculation and their determination shall be based on final and binding upon the actual level Company. The Holder or other Holders of Performance Warrants who objected to the calculation shall bear the cost of the Performance Goal achievedAuditors in reviewing the calculation, and unless the Auditors make a change increasing the number of Shares to be vested, in which event the Company shall not be subject to an exercise of discretion to determine a level of achievement bear the cost of the Performance Goal other than Auditors' review. (c) Notwithstanding the vesting provision in this Section, this Warrant is limited to shares of Common Stock, except as may be adjusted --------------- pursuant to Section 3 hereof. In the event that actually achievedno Shares become vested hereunder, provided that this Warrant shall terminate upon the Committee’s good faith final determination shall be finalfor the second Measurement Period, binding and conclusive on all persons, including, but not limited to, notwithstanding the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control stated ending date of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedExercise Period.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus PRSU Award shall be determined in accordance with this Section 2. The extent eligible to which the Grantee’s interest in the Bonus becomes vested and nonvest as described below following a one-forfeitable shall be based upon the satisfaction of the year performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) period consisting of the Company’s adjusted core earnings per share fiscal year ____, and shall be subject to (a) the Participant’s continued service as an Employee of the Company through the First Vesting Date, Second Vesting Date, and Third Vesting Date (each as defined below), as applicable, and (b) the attainment of one or more performance goals established by the Committee, in its sole discretion. Subject to these conditions, the PRSUs shall vest and become non-forfeitable with respect to one-third (1/3) of the PRSUs initially granted hereunder on each of (i) the date that is as soon as administratively practicable but not later than thirty days after the PRSU Certification Date (as defined below) during (the three-year period beginning [ ]"First Vesting Date"), (ii) a date specified by the Company that is on or about the first anniversary of the First Vesting Date (the "Second Vesting Date"), and ending (iii) a date specified by the Company that is on [ ] or about the second anniversary of the First Vesting Date (the “Performance Period”"Third Vesting Date"). The Cumulative EPS for Not later than ninety (90) days following the Performance Period shall be determined by the sum last day of the adjusted core earnings per share for the Company’s fiscal years ending [ ]year ____, [ ] and [ ] and the Committee shall certify the level of performance achieved with respect to the above-referenced one-year performance period (the date of such certification being referred to as the "PRSU Certification Date"). With respect to the grant of the PRSU Award, except as otherwise provided for in this Agreement, Participant shall be measured eligible to vest in 100% of the PRSUs if the aforementioned performance goal(s) are achieved, but no PRSUs shall vest, and they shall all instead be forfeited, if the aforementioned performance goal(s) are not achieved. (b) Once vested, the PRSUs shall be paid to Participant in Shares as soon as administratively practicable, but not later than thirty (30) days, after their applicable vesting date. (c) Notwithstanding the foregoing, in the event the above vesting schedule results in the vesting of any fractional Shares, such fractional Shares shall not be deemed vested hereunder but shall instead only vest and become non-forfeitable when such fractional Shares aggregate whole Shares. (d) If the Participant’s service as an Employee of the Company is terminated for any reason other than due to the Participant’s death or Disability, or due to Participant’s Retirement (as defined below), the PRSUs shall, to the extent not then vested, be forfeited by the Participant without consideration. (e) In the event that Participant’s employment is terminated by reason of death, Disability or Retirement of the Participant within the first year following the Grant Date of this Agreement, Participant shall be entitled to vest in the PRSUs that would have otherwise vested had service continued through the First Vesting Date, with such PRSUs vesting on [ ] that date subject to the achievement of the performance goals. All PRSUs that do not vest in accordance with the preceding sentence shall be forfeited and cancelled automatically at the time of the Participant’s death, Disability or Retirement. In the event that Participant’s employment is terminated by reason of death, Disability or Retirement after the first year following the Grant Date of this Agreement, Participant shall be entitled to vest in all remaining unvested PRSUs on the same dates they would have vested had Participant’s employment continued through such dates subject to the achievement of the applicable performance goals. (the “Measurement Date”). f) For purposes of this Agreement, “adjusted core earnings per share” means "Retirement" shall mean Participant’s termination of employment for any reason (other than for Misconduct as defined in Appendix A to this Agreement) after: (a) Participant has attained age 55 and completed at least seven (7) years of continuous service as an employee of the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. Company or an Affiliate; or (b) The portion Participant has attained age 65. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that Participant has violated any of the Grantee’s rights and interest Obligations in Appendix A to this Agreement, the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and Participant shall not be subject deemed to an exercise of discretion to determine a level of achievement be eligible for Retirement and all PRSUs that have not been settled shall be forfeited effective as of the Performance Goal other than that actually achieved, provided date that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedviolation first occurred.

Vesting. (a) Except The Restricted Shares shall vest as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP.follows: (b) The portion Notwithstanding the foregoing, the Restricted Shares shall vest as follows: (i) all Restricted Shares shall vest in the event of the Grantee’s rights and interest death or Disability of the Key Employee; and (ii) all Restricted Shares shall vest if the Key Employee shall incur an Involuntary Termination (as defined in the Bonus, if any, that becomes vested and non-forfeitable at Plan) during the Measurement Date shall be determined in accordance one year period commencing with the following schedule:occurrence of a Change in Control. (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for As soon as reasonably practicable after the vesting of all or any portion of the Bonus have been satisfied; provided Restricted Shares, the Grantee’s Continuous Status as an Trust shall notify Key Employee or Consultant the Key Employee’s legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or Non-a portion of Restricted Shares (“Tax Notice”). Key Employee Director has not terminated before or Key Employee’s legal representative, as applicable, shall tender to the Measurement Date. The Committee shall make this determination Trust the amount specified in the Tax Notice within sixty five (605) business days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level date of the Performance Goal achievedTax Notice, and or such longer period of time as the Trust may designate. The Trust shall not be subject required to an exercise of discretion to determine a level of achievement of remove the Performance Goal other than that actually achievedrestrictions on such Shares until such time as the Key Employee or the Key Employee’s legal representative, provided that the Committee’s good faith determination as applicable, shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Granteehave paid such tax withholding amount in full. The Grantee shall not be entitled to any claim or recourse if any action or inaction Trust, at its sole discretion and on such terms and conditions determined by the CompanyTrust from time to time, may permit the Key Employee or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee Key Employee’s legal representative to satisfy the Performance Goal minimum tax withholding obligations through the sale of all or a portion of such Shares resulting from this Agreement or by a return to the Trust of a number of Shares having a fair market value equal to the withholding amount due. In the event Key Employee or Key Employee’s legal representative, as applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Trust may, in any way prevents its sole discretion, satisfy such tax and withholding obligations by: (i) returning to the satisfaction of the Performance Goal. Any Trust all or a portion of the Bonus that does not become vested and non-forfeitable in accordance with Shares issued under this Section 2 Agreement thereby withholding benefits under this Agreement; or (ii) withholding the required amounts from other amounts due the Key Employee or Key Employee’s legal representative, as applicable. The Trust is authorized to pay over to the appropriate authority, all federal, state, county, city or other taxes as shall be forfeitedrequired pursuant to any law or governmental regulation or ruling.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, The Option shall fully and completely vest on the vesting first anniversary of the Grantee’s rights and interest in Date of Grant; unless Optionee's employment with the Bonus shall be Company has previously been terminated by Optionee without good reason (as determined in accordance with this under Section 2. The extent to which 5(b)(ii) of that certain Employment Agreement (the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction "Employment Agreement"), dated as of the performance goal specified in this Section 2 date hereof, between Optionee and the Company). Notwithstanding the foregoing, upon termination of Optionee's employment with the Company by the Company by reason of disability, or with or without cause, or by Optionee by reason of death or a change of control (the “Performance Goal”as determined under Sections 5(a), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”5(b)(i) and 5(c) of the Company’s adjusted core earnings per share (as defined belowEmployment Agreement) during prior to the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum first anniversary of the adjusted core earnings per share for Date of Grant, the Company’s fiscal years ending [ ], [ ] and [ ] and Option shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAPimmediately vest. (b) The portion If, at any time prior to the first anniversary of the Grantee’s rights Date of Grant, Optionee's employment with the Company has been terminated by Optionee without good reason (as determined under Section 5(b)(ii) of the Employment Agreement), all Shares shall be returned to PGI or its designee and this Stock Option and Deposit Agreement shall terminate, and the Escrow Agent shall deliver to PGI or its designee the Certificate for the Shares, the stock power for such Shares and all dividends or other distributions with respect to the Shares held by the Escrow Agent together with all interest in accrued thereon. (c) Notwithstanding anything to the Bonuscontrary herein, if anyat any time, whether prior to or on or after the date on which the Option shall have vested, HRT shall foreclose on the Option Shares, the Option shall be cancelled; provided, however, that becomes vested and non-forfeitable at the Measurement Date Optionee shall be determined entitled to share in any cash paid to PGI, PG6LP, PGLP or Xxxx X. Xxxxxxx, and in any Shares pledged to HRT to secure the repayment of the HRT Loan which are returned to PGI, PG6LP, PGLP or Xxxx X. Xxxxxxx, in connection with such foreclosure, in accordance with the following schedule: (c) The Bonus shall become vested applicable terms of that certain Stock Purchase Agreement and non-forfeitable in accordance with this Section 2Agreement Concerning Option Shares, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting dated as of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieveddate hereof, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company between PGI and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedOptionee.

Vesting. (a) Except as may The Restricted Stock Units shall vest in full on the first to occur of the following dates; provided the Grantee continues to be otherwise provided in Section 3 employed by, or Section 6 of this Agreementprovide service to, the vesting Company through the applicable date: (i) the second anniversary of the Grant Date; (ii) the Grantee’s rights and interest death; (iii) the Grantee’s Disability; (iv) the effective date of a Change in Control Event; or (v) the Bonus shall be date determined in accordance with this the provisions of Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 3(b) below (the “Performance Goal”)applicable date is referred to as, subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Vesting Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of Notwithstanding (a) above, the Grantee’s rights Employment Agreement with the Company sets forth certain terms and interest conditions under which the Grantee’s equity or equity-based awards from the Company, including this Grant, may vest on an accelerated basis in the Bonusevent the Grantee ceases to be employed by, or provide service to, the Company under various specified circumstances. The terms and provisions of the Employment Agreement (including any conditions, restrictions or limitations governing the accelerated vesting of the Restricted Stock Units as they apply to this Grant) are hereby incorporated by reference into this Agreement and shall have the same force and effect as if anyexpressly set forth in this Agreement. However, that becomes vested and non-forfeitable at no such accelerated vesting shall occur if such accelerated vesting is prohibited by the Measurement Date shall be determined in accordance with the following schedule:terms of Section 2 of this Agreement. (c) The Bonus shall become vested and non-forfeitable If a Change in accordance with this Section 2Control Event occurs while the Grantee is employed by, or providing service to, the Company, the Restricted Stock Units subject to this Grant at the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting time of the Bonus have been satisfied; provided Change in Control Event will vest immediately prior to the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before closing of the Measurement DateChange in Control Event. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shares subject to vested Restricted Stock Units shall be based on converted into the actual level right to receive the same consideration per share of Company Stock payable to the other shareholders of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement Company upon the consummation of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination Change in Control Event and such consideration shall be finaldistributed to the Grantee within fifteen (15) business days following the effective date of the Change in Control Event, binding and conclusive or on all personssuch later Repayment Date necessary to comply with the TARP Regulations. (d) If the Grantee ceases to be employed by, including, but not limited or provide service to, the Company for any reason prior to vesting in one or more Restricted Stock Units subject to this Grant, then the Grant will be immediately cancelled with respect to those unvested Restricted Stock Units, and the Granteenumber of Restricted Stock Units will be reduced accordingly. The Grantee shall not thereupon cease to have any right or entitlement to receive any shares with respect to those cancelled Restricted Stock Units. If the Grantee ceases to be entitled to any claim employed by, or recourse if any action or inaction provide service to, the Company on account of a termination by the CompanyCompany for Cause, then this Grant will be immediately cancelled with respect to all the Restricted Stock Units subject to such Grant, whether vested or any other circumstance or eventunvested at the time, including any circumstance or event outside the control of the Grantee, adversely affects the ability of and the Grantee shall thereupon cease to satisfy have any right or entitlement to receive any shares under this Grant and the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedcancelled Restricted Stock Units.

Vesting. (a) Except as may be otherwise provided in Section 3 3, Section 6 or Section 6 7 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s rights and interest in the Bonus Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ]September 1, 2024 and ending on [ ] August 31, 2027 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] August 31, 2027 (the “Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before adjusted to exclude the following: (1) amortization of intangibles, intangible assets; (2) stock-based compensation expense and related charges, and ; (3) goodwill impairment charges, and net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and deferred tax valuation allowance regulations not previously contemplated in the Company’s Cumulative EPS target; and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including charges that result from associated with the write-off of goodwill and impairment chargespreviously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Committee and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a "Material Event"), “adjusted core earnings per share" determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share" for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and interest in the BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) shall be determined at the Measurement Date shall be determined in accordance with the following schedule:, using linear interpolation, as determined by the Committee: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 200 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The Bonus applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing determination that the corresponding Performance Goal and all other conditions for the vesting of the Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service has not terminated before the Measurement date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than seventy (70) days after the last day of the Performance Period ("Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an "officer" of the Company for purposes of Section 16 of the Exchange Act, the determination within sixty may be made by (60i) days after such Xxxxxxx's divisional Executive Vice President or the Measurement Date Chief Executive Officer of the Company, (ii) the “Determination Date”Chief Operating Officer of the Company or (iii) the President of the Company (each, an "Authorized Officer"). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the The Committee’s or such Authorized Officer's good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Company or the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except The Restricted Stock Units shall vest, if at all, as may be otherwise provided in Section 3 or Section 6 the Vesting Schedule set forth in your Grant Notice and the Plan, provided that vesting shall cease upon the termination of this Agreementyour Continuous Service. Note that if a vesting date falls on a day that is not a business day, such day shall instead fall on the vesting of last preceding business day. Notwithstanding the Grantee’s rights and interest foregoing, in the Bonus shall be event that you are subject to the Company’s Stock Trading By Officers and Directors policy (or any successor policy) and any shares covered by your Award vest on a day (the “Original Vest Date”) that does not occur during a “window period” applicable to you as determined by the Company in accordance with this Section 2. The extent such policy, then such shares shall not vest on such Original Vest Date and shall instead vest on the earliest to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction occur of the performance goal specified in this Section 2 following: (i) the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) first day of the Company’s adjusted core earnings per share next “window period” applicable to you pursuant to such policy; (ii) your Involuntary Termination Without Cause (as defined in Section 2(b) below) during after the three-year period beginning [ ], Original Vest Date; or (iii) the day that is sixty (60) days after the Original Vest Date. Shares acquired by you that have vested in accordance with the Vesting Schedule set forth in the Grant Notice and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum this Section 2(a) or any other provision of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] Plan are “Vested Shares.” Shares acquired by you pursuant to this Agreement that are not Vested Shares are “Unvested Shares.” (the “Measurement Date”). b) For purposes of this Agreement, “adjusted core earnings per shareInvoluntary Termination Without Cause” means shall mean the Company’s net income determined under U.S. generally accepted accounting principles termination of your Continuous Service unless such termination was on account of the occurrence of any of the following: (“GAAP”)i) your commission of any felony or any crime involving fraud, before amortization dishonesty or moral turpitude; (ii) your attempted commission of, or participation in, a fraud or act of intangiblesdishonesty against the Company or an Affiliate; (iii) your intentional, stock-based compensation expense material violation of any material contract or agreement between you and related charges, and goodwill impairment charges, and net the Company or an Affiliate or any statutory duty owed to the Company or an Affiliate; (iv) your unauthorized use or disclosure of tax and deferred tax valuation allowance charges confidential information or trade secrets of the Company or an Affiliate; or (v) your gross misconduct. The determination that result from the write-off of goodwill and impairment charges, divided your Continuous Service was terminated due to an Involuntary Termination Without Cause shall be made by the weighted average number Company in its sole discretion. Any such determination by the Company for the purposes of outstanding shares determined in accordance with GAAP. (b) The portion this Agreement shall have no effect upon any determination of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting or obligations of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee you or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or for any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedpurpose.

Vesting. (a) Except No portion of the shares of Common Stock that the Grantee is entitled to receive will be issued until such portion has vested. The RSUs shall vest with respect to [1/4th of the Shares at the first anniversary of the Effective Date and as may be otherwise to 1/36th of the remaining Shares at the end of each successive month thereafter, until all of the Shares have vested] OR [one-half of the Shares as of the date that is six months following the Effective Date and the remaining one-half of the Shares as of the date that is 12 months from the Effective Date], provided that the Grantee is then, and since the Grant Date has remained, in Section 3 or Section 6 Continuous Employment. (b) [Notwithstanding the foregoing, in the event of the Involuntary Termination Without Cause of the Grantee’s employment within the term of this AgreementAward, the vesting of the Grantee’s rights and interest in the Bonus Award shall be determined in accordance with accelerated such that all of the unvested Shares subject to the RSUs that would have become vested during the term of this Section 2. The extent to which Award but for the Involuntary Termination Without Cause (assuming the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction Continuous Service Status) will so vest as of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) effective date of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”)such Involuntary Termination Without Cause. For purposes of this Agreement, an “adjusted core earnings per shareInvoluntary Termination Without Cause” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization is a termination of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges employment that result from the write-off of goodwill and impairment charges, divided occurs by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion reason of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all dismissal for any reason other conditions for the vesting of the Bonus have been satisfied; provided than Cause or the Grantee’s Continuous Status as an Employee voluntary resignation following: (i) a change in the position the Grantee accepted with the Company or Consultant its Subsidiary that materially reduces the Grantee’s level of responsibility, (ii) a material reduction in the Grantee’s base salary, or Non-Employee Director (iii) the Grantee’s relocation by more than 50 miles from the principal office where the Grantee’s employment is located at the commencement of employment with the Company; provided that (ii) and (iii) will apply only if the Grantee has not terminated before consented to the Measurement Datechange or relocation. “Cause” shall mean the commission of (i) any act of fraud or embezzlement by the Grantee, (ii) any intentional unauthorized use or disclosure by the Grantee of confidential information or trade secrets of the Company (or any Parent or Subsidiary), or (iii) any act of dishonest or other intentional misconduct by the Grantee adversely affecting the business affairs of the Company (or any Parent or Subsidiary) in a material manner. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and foregoing definition shall not be subject deemed to an exercise be inclusive of discretion to determine a level of achievement of all the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, acts or omissions which the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, (or any other circumstance Parent or event, including any circumstance Subsidiary) may consider as grounds for the dismissal or event outside the control discharge of the Grantee, adversely affects ’s employment with the ability of the Grantee to satisfy the Performance Goal Company (or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.Parent or Subsidiary).”]1

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this AgreementFor any Award Period, the vesting following number of Performance Shares shall vest if and only if a Management Representative (defined below) or the Grantee’s rights and interest in the Bonus shall be determined Compensation Committee, as applicable, determines, in accordance with this Section 2. The extent to which Paragraph 4, that the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share Target (as defined belowin Paragraph 4(e)(iii)) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance that Award Period shall be determined has been met by the sum of Trust: If there are any Performance Shares that have not vested after Management's Representative or the adjusted core earnings per share for Compensation Committee, as applicable, has determined the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance Performance Shares that will vest with GAAPrespect to the final Award Period, then any and all then-remaining Performance Shares which have not vested shall terminate and be forfeited. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within Within sixty (60) days after the Measurement Date end of each Award Period, Management's Representative or the Compensation Committee, as applicable, shall determine whether the Performance Target has been met by the Trust for such Award Period and thereafter, shall promptly notify the Key Employee (or the executors or administrators of the Key Employee's estate) of such determination. If Management's Representative or the Compensation Committee, as applicable, determines that the Performance Target has been met for such Award Period, then the number of Performance Shares specified in Paragraph 4(a) above with respect to such Award Period shall vest. (c) Notwithstanding the foregoing, all remaining Performance Shares shall vest if the Key Employee shall incur an Involuntary Termination (as defined in the Plan) during the one year period commencing with the occurrence of a Change in Control. (d) As soon as reasonably practicable after the vesting of all or any portion of the Performance Shares, the Trust shall notify Key Employee or the Key Employee's legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Performance Shares (“Determination DateTax Notice”). This determination Key Employee or Key Employee's legal representative, as applicable, shall be based on tender to the actual level Trust the amount specified in the Tax Notice within five (5) business days after the date of the Performance Goal achievedTax Notice, and or such longer period of time as the Trust may designate. The Trust shall not be subject required to an exercise of discretion to determine a level of achievement of remove the Performance Goal other than that actually achievedrestrictions on such Shares until such time as the Key Employee or the Key Employee's legal representative, provided that the Committee’s good faith determination as applicable, shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Granteehave paid such tax withholding amount in full. The Grantee shall not be entitled to any claim or recourse if any action or inaction Trust, at its sole discretion and on such terms and conditions determined by the CompanyTrust from time to time, may permit the Key Employee or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee Key Employee's legal representative to satisfy the Performance Goal Trust's minimum statutory tax withholding obligations as determined by the Trust's accounting department through (i) the sale of all or a portion of such Shares resulting from this Agreement through the employer's broker or (ii) by returning to the Trust a number of Shares having a fair market value equal to the minimum statutory tax withholding amount due. Shares cannot be returned to the Trust and withheld to satisfy more than the required minimum statutory tax withholding amounts. In the event Key Employee or Key Employee's legal representative, as applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Trust may, in any way prevents its sole discretion, satisfy such tax and withholding obligations by: (i) returning to the satisfaction of the Performance Goal. Any Trust all or a portion of the Bonus that does not become vested and non-forfeitable in accordance with Shares issued under this Section 2 Agreement; or (ii) withholding the required amounts from other amounts due the Key Employee or Key Employee's legal representative, as applicable. The Trust is authorized to pay over to the appropriate authority, all federal, state, county, city or other taxes as shall be forfeitedrequired pursuant to any law or governmental regulation or ruling. (e) For purposes of this Agreement:

Vesting. (ai) Except All of the Restricted Stock Units shall initially be unvested. All Restricted Stock Units shall vest based on the Company’s achievement of the Performance Goals. The Compensation Committee shall determine achievement of such Performance Goals in its sole discretion, and the date upon which the Compensation Committee determines such performance shall be the applicable vesting date (the “Date of Vesting”). If Grantee terminates Grantee’s Business Relationship with Lands’ End prior to the Date of Vesting (except as may be otherwise provided in Section 3 or Section 6 subsection 3(a)(ii) and (iii) below), such Grantee shall forfeit any unvested Restricted Stock Units upon such termination of this Agreementemployment. (ii) If, following the vesting twelve (12) month anniversary of the Issuance Date, Grantee’s Business Relationship with Lands’ End terminates due to the Grantee’s rights permanent and interest total disability (as defined in the Bonus Company’s long-term disability program, regardless of whether the Grantee is covered by such program) (“Disability”), Restricted Stock Units not previously vested shall be determined in accordance remain eligible to vest on a prorated basis through the date of termination based on actual performance of the Company at the end of the Performance Period. (iii) If, following the twelve (12) month anniversary of the Issuance Date, Grantee’s Business Relationship with this Section 2. The extent Lands’ End terminates due to which the Grantee’s interest death, Restricted Stock Units not previously vested shall remain eligible to vest on a prorated basis through the date of death, and his or her estate shall be eligible to receive such pro-rated Restricted Stock Unit award, payable in cash based on actual performance of the Bonus becomes vested and non-forfeitable Company at the end of the Performance Period. (iv) Any proration of the Restricted Stock Units described in subsections 3(a)(ii) and(iii) shall be based upon on a fraction, the satisfaction numerator of which is the performance goal specified number of full months lapsed during the Performance Period through the date of termination or death, as applicable, and the denominator of which is the full number of months in this Section 2 the Performance Period (the “Performance GoalPro Rata Fraction”) and the number of Restricted Stock Units which vest per subsections 3(a)(ii) and (iii), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by multiplying (i) the sum .Pro Rata Fraction by (ii) the number of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured Restricted Stock Units that would have vested based on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income actual performance as determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable Compensation Committee at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level end of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedPeriod.

Vesting. (a) Except as may be otherwise provided in Section 3 3, Section 6 or Section 6 7 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the threeone-year period beginning [ ]September 1, 2020 and ending on [ ] August 31, 2021 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] August 31, 2021 (the “Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before adjusted to exclude the following: (1) amortization of intangibles, intangible assets; (2) stock-based compensation expense and related charges, and ; (3) goodwill impairment charges, and net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and deferred tax valuation allowance regulations not previously contemplated in the Company’s Cumulative EPS target; and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges that result from the write-off of goodwill and impairment chargesassociated with previously approved Board restructuring plans, divided by the weighted average number of outstanding shares as of August 31, 2021 and determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and interest in the BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date shall be determined in accordance with the following schedule:: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement, any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The Bonus applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service has not terminated before the Measurement date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination within sixty may be made by (60i) days after such Grantee’s divisional Executive Vice President or Chief Executive Officer, (ii) the Measurement Date Chief Operating Officer of the Company or (iii) the President of the Company (each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the The Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Company or the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ]September 1, 2017 and ending on [ ] August 31, 2020 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] August 31, 2020 (the “Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, restructuring and related charges under approved plans, goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, [ ] divided by the weighted average number of outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary in the preceding sentence, the attainment of the Performance Goal will be measured by appropriately adjusting the evaluation of Performance Goal performance to exclude the effect of any changes in accounting principles that may be required by GAAP after the Date of Grant affecting the Company’s Performance Goal results. (b) The portion of the Grantee’s rights and interest in the BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date shall be determined in accordance with the following schedule:: Less than [$X] 0 % [$X] 20 % [$X] 100 % [$X] 150 % Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The Bonus applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination within sixty and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (60) days after the Measurement Date (the each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the The Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except Subject to the Participant’s continued service as may an Employee of the Company, the RSUs shall vest and become non-forfeitable on the third anniversary of the Grant Date (cliff vesting). (b) Once vested, the RSUs shall be otherwise provided paid to Participant in Section 3 Shares as soon as administratively practicable, but not later than thirty (30) days, after their applicable vesting date. (c) Notwithstanding the foregoing, in the event the above vesting schedule results in the vesting of any fractional Shares, such fractional Shares shall not be deemed vested hereunder but shall instead only vest and become non-forfeitable when such fractional Shares aggregate whole Shares. (d) If the Participant’s service as an Employee of the Company is terminated for any reason other than due to the Participant’s death or Section 6 Disability, or due to Participant’s Retirement (as defined below), the RSUs shall, to the extent not then vested, be forfeited by the Participant without consideration. (e) In the event that Participant’s employment is terminated by reason of death, Disability or Retirement of the Participant within the first year following the Grant Date of this Agreement, the vesting Participant shall be entitled to vest in 1/3 of the Grantee’s rights and interest in RSUs that would have otherwise vested had service continued through the Bonus shall be determined Vesting Date, with the RSUs vesting on that date. All RSUs that do not vest in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable preceding sentence shall be based upon forfeited and cancelled automatically at the satisfaction time of the performance goal specified in Participant’s death, Disability or Retirement. In the event that Participant’s employment is terminated by reason of death, Disability or Retirement after the first year following the Grant Date of this Section 2 (the “Performance Goal”)Agreement, subject to Section 3. The Performance Goal Participant shall be based upon entitled to vest in all RSUs that would have otherwise vested had service continued through the Cumulative EPS Vesting Date, with the RSUs vesting on that date. (“Cumulative EPS”f) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per shareRetirement” means shall mean Participant’s termination of employment for any reason (other than for Misconduct as defined in Appendix A to this Agreement) after: (a) Participant has attained age 55 and completed at least seven (7) years of continuous service as an employee of the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. Company or an Affiliate; or (b) The portion Participant has attained age 65. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that Participant has violated any of the Grantee’s rights and interest Obligations in Appendix A to this Agreement, the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and Participant shall not be subject deemed to an exercise of discretion to determine a level of achievement be eligible for Retirement and all RSUs that have not been settled shall be forfeited effective as of the Performance Goal other than that actually achieved, provided date that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedviolation first occurred.

Vesting. You cannot exercise your Nonqualified Stock Option and purchase the Shares until your Nonqualified Stock Option is vested, which will occur as set forth under “Vesting Schedule” on Exhibit A (a) Except as may be otherwise provided in Section 3 or Section 6 of each date a Nonqualified Stock Option becomes vested is the “Vesting Date”). Subject to the Plan and this Agreement, each vested Nonqualified Stock Option may be exercised and Shares may be purchased, in whole or in part, beginning on the vesting applicable Vesting Date and ending at 5:00 p.m. Eastern Standard Time (“EST”) on the date set forth next to “Expiration Date of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 Award” on Exhibit A (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance PeriodExpiration Date”). The Cumulative EPS Nonqualified Stock Option will vest and become exercisable as to the portion of Shares and on the dates specified in the Vesting Schedule so long as your service with the Company is continuous and does not end. The Vesting Schedule is cumulative, meaning that to the extent your Nonqualified Stock Option has not already been exercised and has not expired, been cancelled or terminated, you may at any time purchase all or a portion of the Shares that are vested pursuant to the Vesting Schedule. The terms of the Plan and this Agreement shall govern the forfeiture and the expiration of the Nonqualified Stock Options at any time on, prior to or after the Nonqualified Stock Option becomes vested. This Nonqualified Stock Option may be exercised only while you continue to provide services to the Company or any Affiliate, and only if you have continuously provided such services since the date this Nonqualified Stock Option was granted. The following provisions shall also apply: (a) In the event your employment or service terminates by reason of your death or disability (as defined in Section 22(e)(3) of the Code) (“Permanent Disability”), then all unvested Nonqualified Stock Options shall be forfeited and cancelled, and the vested Nonqualified Stock Options shall expire and be forfeited on the earlier of (i) the Expiration Date, or (ii) at 5 p.m. EST one (1) year after your date of employment or service termination for death or Permanent Disability. You shall not be deemed to have a Permanent Disability until proof of the Performance Period existence thereof shall have been furnished to the Company in such form and manner, and at such times, as the Company may require and you agree that any determination by the Company that you do or do not have a Permanent Disability shall be final and binding upon you. (b) In the event your employment or service is terminated by the Company for Cause, then all Nonqualified Stock Options whether vested or unvested shall be forfeited and cancelled immediately on the date of your termination of employment or service for Cause. Any determination by the Company that you have been terminated for Cause shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] Company in its sole discretion and shall be measured final and binding on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAPyou. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested In the event your employment or service terminates for any reason other than those enumerated in (a) and non-forfeitable in accordance with (b) of this Section 23, subject then (i) the portion of each Nonqualified Stock Option that has not vested on or prior to the Committee determining date of your employment or service termination shall immediately terminate and certifying in writing that (ii) the corresponding Performance Goal and all other conditions for remaining vested portion of each Nonqualified Stock Option shall terminate on the vesting earlier of the Bonus have been satisfied; provided applicable Expiration Date or 5:00 p.m. EST on the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty date that is ninety (6090) days after the Measurement Date date of your termination of employment or service. (d) Notwithstanding anything to the “Determination Date”). This determination contrary in this Agreement in the case of a Nonqualified Stock Option, if you shall be based on die at any time after your termination of employment or service and prior to the actual level date of termination of the Performance Goal achievedapplicable Nonqualified Stock Option, and shall not be subject to an exercise of discretion to determine a level of achievement of then the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, remaining vested but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any unexercised portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 applicable Nonqualified Stock Option shall be forfeitedterminate on the earlier of the Expiration Date or 5:00 p.m. EST one (1) year after your date of death.

Vesting. (a) 2.1 Participant will receive a benefit with respect to an RSU only if it vests. Except as may be otherwise provided in Section 3 or Section 6 explicitly set forth below, both of this Agreement, the vesting requirements described in Sections 2.2 and 2.3 below must be satisfied in order for an RSU to vest and become a “Vested RSU.” An RSU shall vest and become a Vested RSU on the first date upon which both the Service-Based Requirement and the Liquidity Event Requirement are satisfied with respect to that particular RSU. 2.2 The “Service-Based Requirement” will be satisfied as follows: the Service-Based Requirement will be satisfied with respect to 25% of the Grantee’s rights and interest in total number of RSUs subject to this Award on the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non12-forfeitable shall be based upon the satisfaction month anniversary of the performance goal specified in this Section 2 (applicable Vesting Commencement Date, and the “Performance Goal”)Service-Based Requirement will be satisfied with respect to 1/36th of the remaining number of RSUs monthly thereafter, such that the Service-Based Requirement with respect to RSUs subject to Section 3. The Performance Goal shall be based upon this Award is fully satisfied on the Cumulative EPS (“Cumulative EPS”) fourth anniversary of the Company’s adjusted core earnings per share applicable Vesting Commencement Date; provided, however, that if a Liquidity Event (as defined below) during occurs prior to Participant’s Termination of Service, the threeService-year period beginning [ ], Based Requirement will be deemed to have been fully satisfied with respect to all of Participant’s then-unvested RSUs and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum all of the adjusted core earnings per share for RSUs will be Vested RSUs upon the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (occurrence of the “Measurement Date”)Liquidity Event. For purposes of Except as otherwise expressly provided in this Agreement, vesting under this Section 2.2 will cease upon Participant’s Termination of Service for any reason. 2.3 The “adjusted core earnings per shareLiquidity Event Requirement” will be satisfied as to any then-outstanding RSUs upon the occurrence of a Liquidity Event (as defined below) prior to Participant’s Termination of Service. A “Liquidity Event” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion first to occur of the Grantee’s rights and interest following: (1) a Change in Control (as defined below); (2) the Bonus, if any, that becomes vested and nonexpiration of any lock-forfeitable at up in connection with an IPO (as defined below); (3) the Measurement Date shall be determined in accordance with Sale of an HDC Brand (as defined below) or the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting sale of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the CompanyHDC subsidiary, or any other circumstance entity in which the Company has an ownership stake of no less than 10%; or event, including any circumstance or event outside (4) the control date that is one day prior to the tenth anniversary of the Grantee, adversely affects the ability Date of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction Award of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeiteda particular RSU.

Vesting. The term “vest” as used herein with respect to any share of Restricted Stock means the lapsing of the restrictions described herein with respect to such share. Unless earlier terminated, forfeited, relinquished or expired, the Restricted Stock shall vest as follows: (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 One hundred percent (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”100%) of the Company’s adjusted core earnings per share (as defined below) during Restricted Stock shall vest on the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum first anniversary of the adjusted core earnings per share for Date of Grant, provided that, through such vesting date, the Company’s fiscal years ending [ ], [ ] Grantee has (i) remained in continuous Employment as President – Merchandising and [ ] and shall be measured on [ ] Supply Chain (the “Measurement Date”). For purposes of this Agreementsuch employment, “adjusted core earnings per share” means Qualifying Service”) and (ii) has not breached the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined covenants set forth in accordance with GAAPSection 11 herein. (b) The In the event the Grantee’s Qualifying Service is terminated by the Company without Cause, a “Qualifying Termination”): (x) if such Qualifying Termination occurs before May 28, 2019, a pro-rata portion of the Restricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service in the three (3) months between the Date of Grant and May 28, 2019), will vest in full on the date of the Grantee’s rights Qualifying Termination and interest the remainder of the Restricted Stock award granted to the Grantee hereunder will be forfeited on the date of the Grantee’s Qualifying Termination; and (y) if such Qualifying Termination occurs on or after May 28, 2019, any unvested shares of Restricted Stock that are outstanding as of immediately prior to the Qualifying Termination will vest in full on the Bonus, if any, that becomes vested and non-forfeitable at date of the Measurement Date shall be determined in accordance with the following schedule:Grantee’s Qualifying Termination. (c) The Bonus shall become vested In the event the Grantee’s Qualifying Service terminates for any reason other than a Qualifying Termination (a “Non-Qualifying Termination”): (x) if such Non-Qualifying Termination occurs before May 28, 2019, a pro-rata portion of the Restricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service in the three (3) months between the Date of Grant and nonMay 28, 2019), will remain outstanding and eligible to vest according to its original vesting schedule set forth in Section 3(a) and the remainder of the Restricted Stock will be forfeited on the date of Grantee’s Non-forfeitable Qualifying Termination; and (y) if such Qualifying Termination occurs on or after May 28, 2019, any unvested shares of Restricted Stock that are outstanding as of immediately prior to the Non-Qualifying Termination, will vest according to the original vesting schedule set forth in Section 3(a). Notwithstanding the foregoing, in the event the Grantee breaches any of the restrictive covenants set forth in Section 11 below, the Grantee will immediately forfeit the unvested portion of the Restricted Stock award that the Grantee then holds. (d) In the event (i) the Restricted Stock (or any portion thereof) is outstanding as of immediately prior to a Change of Control and the Administrator provides for the assumption or continuation of, or the substitution of a substantially equivalent award for, the Restricted Stock (or any portion thereof) in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting 7(a)(i) of the Bonus have been satisfied; provided Plan (the “Rollover Award”) and (ii) the Grantee’s Continuous Status as an Employee Employment is terminated by the Company (or Consultant or Non-Employee Director has not terminated before its successor) without Cause within the Measurement Date. The Committee shall make this determination within sixty twelve (6012) days after months following the Measurement Date (Change of Control, the “Determination Date”). This determination shall be based Rollover Award to the extent still outstanding will vest in full on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control date of the Grantee, adversely affects the ability ’s termination of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedEmployment.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 or Section 7 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ]September 1, 2023 and ending on [ ] August 31, 2026 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] August 31, 2026 (the “Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before adjusted to exclude the following: (1) amortization of intangibles, intangible assets; (2) stock-based compensation expense and related charges, and ; (3) goodwill impairment charges, and net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and deferred tax valuation allowance regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges that result from associated with the write-off of goodwill and impairment chargespreviously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Committee and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a "Material Event"), “adjusted core earnings per share" determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share" for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and interest in the BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) shall be determined at the Measurement Date shall be determined in accordance with the following schedule:, as determined by the Committee: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The Bonus applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service has not terminated before the Measurement date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than seventy (70) days after the last day of the Performance Period ("Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an "officer" of the Company for purposes of Section 16 of the Exchange Act, the determination within sixty may be made by (60i) days after such Xxxxxxx's divisional Executive Vice President or the Measurement Date Chief Executive Officer of the Company, (ii) the “Determination Date”Chief Operating Officer of the Company or (iii) the President of the Company (each, an "Authorized Officer"). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the The Committee’s or such Authorized Officer's good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Company or the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, restructuring and related charges under Board approved plans, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date shall be determined in accordance with the following schedule:: Cumulative EPS for Fiscal Years Beginning and Ending Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The Bonus applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination within sixty and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (60) days after the Measurement Date (the each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ]September 1, 2014 and ending on [ ] August 31, 2017 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] August 31, 2017 (the “Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date shall be determined in accordance with the following schedule:: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The Bonus applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Determination Date, as defined herein. The Committee shall make this determination within sixty ninety (6090) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except as may be otherwise provided With respect to the PSUs that vest in Section 3 or Section 6 accordance with the terms of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus Grantee shall be determined in accordance with this Section 2entitled to receive a number of shares of Company Stock (each, a “Share”) equal to the number of PSUs subject to the Grant times the “Payment Percentage” set forth opposite the “Achievement Percentile” set forth on Exhibit A attached hereto, subject to the terms and conditions set forth on Exhibit A attached hereto. The extent Subject to which the Grantee’s interest in the Bonus becomes vested Paragraphs 3 and non-forfeitable shall be based upon the 7 below, and further subject to satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share Goals (as defined below) during ), the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period Grantee shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance issued such Share(s) with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject respect to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination vested PSUs within sixty (60) days after following the Measurement later of: (i) the date that the Committee determines and certifies the Achievement Percentile attained with respect to the performance goals set forth on Exhibit A attached hereto (“Performance Goals”) with respect to the thirty-four (34)-month period beginning on the third month of the fiscal year of the Company in which the Date of Grant occurs (such thirty-four (34)-month period, the “Performance Period”, and such date of Committee certification, the “Performance-Based Vesting Date”); and (ii) the three-year anniversary of the Date of Grant (the “Determination Time-Based Vesting Date”, and the later of the Time-Based Vesting Date and the Performance-Based Vesting Date, the “Vesting Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise the Grantee’s continuous employment by the Employer from the Date of discretion Grant until the Vesting Date. All unvested PSUs will be forfeited for no consideration if the Grantee ceases to determine a level of achievement of be employed by the Performance Goal Employer for any reason other than that actually achievedDisability (as defined below), provided that the Committee’s good faith determination shall be finaldeath, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the CompanyRetirement (as defined below), or any other circumstance or event, including any circumstance or event outside the control as expressly provided in Paragraph 7 of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedAgreement.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 or Section 7 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ]September 1, 2021 and ending on [ ] August 31, 2024 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] August 31, 2024 (the “Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before adjusted to exclude the following: (1) amortization of intangiblesintangible assets, (2) stock-based compensation expense and related charges, and (3) goodwill impairment charges, and net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and deferred tax valuation allowance regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges that result from associated with the write-off of goodwill and impairment chargespreviously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Committee and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and interest in the BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date shall be determined in accordance with the following schedule:: Below [**Redacted] 0 % [**Redacted] 20 % [**Redacted] 100 % [**Redacted] 150 % Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The Bonus applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service has not terminated before the Measurement date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than seventy (70) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Exchange Act, the determination within sixty may be made by (60i) days after such Grantee’s divisional Executive Vice President or Chief Executive Officer, (ii) the Measurement Date Chief Operating Officer of the Company or by (iii) the President of the Company (each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the The Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Company or the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. Subject to the remaining provisions of this Award: (a) Except Time-vesting SARs. The SARs shall vest, with respect to the number of Shares indicated above in the box labeled “Time-vesting SARs,” if you remain continuously employed by the Company until the respective dates below. You may exercise them as may be to the number of SARs, in full or in part, at any time on or after the earliest Exercise Date or Dates identified in the following table: (b) Performance-vesting SARs: The SARs shall vest, in an amount up to your Maximum Performance-vesting SARs (defined below) on March 1, [YEAR 4],1 subject to your continued employment to that date and except as otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 22 below. The extent to precise amount in which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall you may vest will be determined in accordance with the following schedulerules, subject to certification by the Committee of the Company's Economic Value Added (EVA) growth over the [YEAR 1] through [YEAR 3] fiscal years, relative to the normalized EVA growth, over the same period, of the peer companies identified by the Committee: (ci) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to If the Committee determining and certifying in writing that Company's EVA growth is at the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual median level of the Performance Goal achievedCompany's peer group, and shall not be subject you will have the opportunity to an exercise vest in all of discretion to determine a the Performance-vesting Shares (at Target Level). (ii) If the Company's EVA growth is above the median level of achievement the Company's peer group, you will have the opportunity to vest in a multiple (set by the Committee) of your Performance-vesting SARs, up to your Maximum Performance-vesting SARs. 1 For awards with an Award Date of December 3, [YEAR]. For awards with a later Award Date, throughout this Award “March 1, [YEAR 4]” means the later of March 1, [YEAR 4] or the third anniversary of the Performance Goal other than that actually achievedAward Date. (iii) If the Company's EVA growth is below the median level of the Company's peer group but above the 40th percentile of the peer group, provided you will have the opportunity to vest in at least a fraction (set by the Committee) of your Performance-vesting SARs (so that the Committee’s good faith determination shall Total Number of SARs vested will be final, binding and conclusive on all persons, including, but not limited to, less than the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by Target Level). (iv) If the Company, 's EVA growth is at or any other circumstance or event, including any circumstance or event outside below the control 40th percentile of the GranteeCompany's peer group, adversely affects you will not have the ability opportunity to vest in any portion of your Performance-vesting SARs (at Target Level or otherwise). Your “Maximum Performance-vesting SARs” is 200% of the Grantee to satisfy number of SARs indicated above in the Performance Goal or in any way prevents box labeled “Total Number of SARs (at Target Level)” minus the satisfaction number of the Performance Goal. Any portion of the Bonus that does not become vested and nonyour Time-forfeitable in accordance with this Section 2 shall be forfeitedvesting SARs.

Vesting. (a) Except as may be otherwise specifically provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus Awarded Shares shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 vest as follows: (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS i) Forty percent (“Cumulative EPS”40%) of the Company’s adjusted core earnings per share (as defined below) during total Awarded Shares shall vest on the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum first anniversary of the adjusted core earnings per share for Closing Date, provided that the Company’s fiscal years ending [ ]Employee has not incurred a Termination of Service prior to that date. (ii) An additional thirty percent (30%) of the total Awarded Shares shall vest on the second anniversary of the Closing Date, [ ] and [ ] and provided that the Employee has not incurred a Termination of Service prior to that date. (iii) The remaining thirty percent (30%) of the total Awarded Shares shall be measured vest on [ ] (the “Measurement third anniversary of the Closing Date”). For purposes , provided that the Employee has not incurred a Termination of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges Service prior to that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAPdate. (b) The portion Notwithstanding the foregoing and subject to Sections 3(c) and (d) below, if, following the Closing Date, the Employee incurs a Termination of Service by the Company without Cause (as that term is defined in the Employment Agreement) or by the Employee for Good Reason (as that term is defined in the Employment Agreement), then all of the GranteeAwarded Shares not previously vested shall thereupon immediately become fully vested upon the date of such Termination of Service. (c) Notwithstanding the foregoing, if, following the Closing Date, a Change in Control occurs, then all of the Awarded Shares not previously vested shall thereupon immediately become fully vested upon the date of such Change in Control, provided that the Employee has not incurred a Termination of Service prior to that date. For the avoidance of doubt, the Merger shall not constitute a Change in Control for purposes of this Section 3(c). (d) Notwithstanding the foregoing, all of the Awarded Shares not previously vested shall become fully vested on the date of the Employee’s Termination of Service due to his death or Total and Permanent Disability. (e) Notwithstanding the foregoing and in addition to the Company’s rights set forth in Section 25, the Company shall have the right to require payment from the Employee, within ninety (90) days following the date the Awarded Shares vest, to cover any applicable taxes due upon the vesting of such Awarded Shares (the “Withholding Obligation”), and interest the Employee’s receipt of Common Stock for such vested Awarded Shares is specifically conditioned upon the Employee’s satisfaction of the Withholding Obligation. Payment of the Withholding Obligation may be made: (i) by the Employee directly to the Company; (ii) from a broker in connection with a sale of either shares to be acquired upon vesting of the BonusAwarded Shares or other Common Stock of the Company owned by the Employee, provided such Common Stock was not acquired from the Company within the prior six (6) months; (iii) if the Board, in its sole discretion, so consents (which approval must include the affirmative vote of Xxxxx Xxxx, provided he is serving as a member of the Board when such approval is sought), by the Company’s withholding of a number of shares of Common Stock to be acquired upon the vesting of the Awarded Shares, which shares so withheld have a fair market value equal to the Withholding Obligation; (iv) by such other method(s) (if any) as the Board, in its sole discretion, may consent (which approval must include the affirmative vote of Xxxxx Xxxx, provided he is serving as a member of the Board when such approval is sought); or (v) by any combination of the above; provided, however, that (A) for Awarded Shares that vest in accordance with Section 3(a)(i), if any, the Company shall withhold, in full or partial satisfaction of the Withholding Obligation related to such vested Awarded Shares, the number of shares of Common Stock that becomes would otherwise be acquired upon vesting of such Awarded Shares, having a fair market value equal to the lesser of (1) the Withholding Obligation and (2) an amount equal to the difference between $200,000 and the fair market value of shares of Common Stock withheld, if any, to satisfy the tax withholding obligations under that certain Restricted Stock Award Agreement, by and between the Company and the Employee, dated December 14, 2011 and as amended October 7, 2016, not to exceed $200,000, with the remaining amount of the Withholding Obligation related to such vested and non-forfeitable at Awarded Shares, if any, to be satisfied by the Measurement Date shall be determined Employee in accordance with the following schedule: terms of this Agreement; or (cB) The Bonus shall if the Awarded Shares become vested and non-forfeitable in accordance with this Section 2, subject 3(b) on or prior to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting 2nd anniversary of the Bonus Closing Date, the Employee shall have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before right to select, from among the Measurement Date. The Committee shall make this determination within sixty (60options discussed above in Section 3(e)(i) days after through Section 3(e)(v), the Measurement Date (the “Determination Date”). This determination shall be based on the actual level manner in which payment of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all personsWithholding Obligation is made, including, but not limited towithout limitation, by the Company and withholding shares of Common Stock as described in Section 3(e)(iii), regardless of the GranteeBoard’s consent or lack thereof. The Grantee Employee shall forfeit any Awarded Shares for which he has not be entitled to any claim or recourse if any action or inaction by satisfied the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable Withholding Obligation in accordance with the terms of this Section 2 shall be forfeitedAgreement.

Vesting. (a) Except This option shall vest and become exercisable evenly over four years, commencing on March 1, 2007, at the rate of 25% per year, subject to your continued employment on the applicable vesting date. This option shall be subject to acceleration of vesting and exercisability as provided in the Employment Agreement and you will receive credit for one additional year of service for determining your vesting and exercisability rights on the first date on which you have earned a “Threshold Supplemental Performance Bonus” and your right to exercise the option shall become fully vested and exercisable on the first date on which you have earned the “Maximum Supplemental Performance Bonus,” as each such term is defined in the Employment Agreement. Payment of the option price shall be made in U.S. dollars or in Common Stock of the Corporation valued at its fair market value, or in a combination of such Common Stock and cash, or by any other method as may be approved by the Compensation Committee or otherwise provided in Section 3 or Section 6 of this Agreementpermitted under the Plan. However, the vesting of the Grantee’s rights and interest in the Bonus payment may not be made with Common Stock unless stock has been held for at least six months. Payment shall be determined in accordance with this Section 2made to the Corporation at its corporate office, Castle Brands Inc., 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: President. The extent exercise of your option is subject to which the Grantee’s interest in following terms and conditions: As a prerequisite to delivery of any stock certificates upon your exercise of an option granted hereunder, you shall give an undertaking and agree to the Bonus becomes vested and non-forfeitable shall placing of such legends on your certificates as may be based upon required by the satisfaction Compensation Committee to assure compliance with any federal or state securities laws. The Common Stock purchased pursuant to the exercise of an option granted hereunder cannot be sold unless it has been registered under the performance goal specified in this Section 2 Securities Act of 1933, as amended (the “Performance GoalAct”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be is subject to an exemption from registration under such Act. Except as provided below or in the Employment Agreement, you must be an employee or director of, or a consultant to the Corporation or one of its subsidiaries at the date of exercise of discretion to determine a level of achievement and that employment, directorship or consultancy must have been continuous from the date hereof. For the purposes of the Performance Goal other than that actually achievedPlan, provided that persons on company-authorized leaves of absence are considered employees; however, long-term disability is not considered employment. In the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the of a change of control of the Grantee, adversely affects the ability of the Grantee Corporation your rights to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with exercise this Section 2 option shall be forfeited.governed by your employment agreement, or if not specifically addressed in your employment agreement or if you do not have an employment agreement, shall be governed by the Plan. In the event of (i) your death or (ii) the termination of your employment, directorship or consultancy by the Corporation for cause or without cause, by you or due to long-term disability while an active employee, director or consultant, your rights to exercise this option shall be governed by your employment agreement, or if not specifically addressed in your employment agreement or if you do not have an employment agreement, shall be as follows:

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) for the last two fiscal years (that is, the fiscal years ending and ) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date shall be determined in accordance with the following schedule:: Cumulative EPS for Two Fiscal Years Ending [ ] and [ ] Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The Bonus applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement DateDetermination Date as defined herein. The Committee shall make this determination within sixty ninety (6090) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. Subject to the accelerated vesting provisions provided below, earned Performance Based Restricted Stock Units subject to the Award shall vest on the last day of the Vesting Period, if Employee remains employed by the Company or its Subsidiaries through such date. For the avoidance of doubt, if the Company fails to achieve at least the Earnings Per Share Threshold, an Employee shall be entitled to receive no shares of Stock with respect to the Performance Based Restricted Stock Units subject to the Award (a) as described in Section 2), unless the deemed Earnings Per Share from Continuing Operations provisions in this Section specifically modify such result. If, during the Performance Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, the Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months of the Employee’s employment during the Performance Period divided by twelve), based on Earnings Per Share from Continuing Operations during the Performance Period; or B. A Change in Control occurs, the Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months during the Performance Period before the date of the Change in Control, divided by twelve), and the Earnings Per Share from Continuing Operations shall be deemed to be 100% of the Earnings Per Share Target, regardless of actual performance. If, after the Performance Period but during the Vesting Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Earnings Per Share from Continuing Operations during the Performance Period; or B. A Change in Control occurs, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Earnings Per Share from Continuing Operations during the Performance Period. Except as may be otherwise provided in Section 3 or Section 6 4.1 below, in the event of the termination of employment of Employee with the Company and its Subsidiaries for any other reason before the end of the Vesting Period, all Performance Based Restricted Stock Units that are not vested at the time of such termination of employment (after first taking into account the accelerated vesting provisions of this AgreementSection 4) shall be forfeited. In the event of termination of employment (whether or not in breach of local labor laws), the vesting Company shall have the exclusive discretion to determine the date of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction termination of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS employment for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date Award. Such termination date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing date that the corresponding Performance Goal Participant is no longer actively employed and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall will not be subject extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedlocal law).

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date shall be determined in accordance with the following schedule:: Cumulative EPS for Fiscal Years Beginning and Ending Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The Bonus applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination within sixty and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (60) days after the Measurement Date (the each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date shall be determined in accordance with the following schedule:: Cumulative EPS for Fiscal Years Beginning and Ending . Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The Bonus applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Determination Date as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination within sixty and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (60) days after the Measurement Date (the each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date shall be determined in accordance with the following schedule:: Cumulative EPS for Fiscal Years Beginning and Ending . Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The Bonus applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination within sixty and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (60) days after the Measurement Date (the each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. All of the Restricted Stock Units shall initially be unvested. Twenty-five percent (a25%) Except as may be otherwise provided in Section 3 or Section 6 of the Restricted Stock Units (rounded up to the nearest whole number) shall vest on the first anniversary of the date of this Agreement, the vesting Agreement and on each of the Grantee’s rights and interest in the Bonus shall be determined next three (3) successive anniversaries thereof (each such anniversary, a “Vesting Date”) unless previously vested or forfeited in accordance with the Plan or this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 Agreement (the “Performance GoalNormal Vesting Schedule”). (i) Any Restricted Stock Units that fail to vest because the employment condition is not satisfied shall be forfeited, subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS special provisions set forth in Subsections 3(a)(ii) through 3(a)(iv). (“Cumulative EPS”ii) If Participant’s employment terminates due to death or Permanent Disability or in the event of a Change in Control where the holders of the Company’s adjusted core earnings per share (Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, Restricted Stock Units not previously vested shall immediately become vested. With respect to any of the Restricted Stock Units that constitute “deferred compensation” as defined below) during the three-year period beginning [ ]under Code Section 409A, and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this AgreementSection 3(a)(ii) and any acceleration of the Restricted Stock Units upon a Change in Control, “adjusted core earnings per share” means a Change in Control shall be deemed to occur only if, in addition to the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”requirements set forth in the Plan, the Change in Control also meets the requirements of IRS Reg. §1.409A-3(i)(5), before amortization to the extent necessary to avoid the imposition of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAPtaxes thereunder. (biii) The If on or within two years after a Change in Control (other than a Change in Control described in Section 3(a)(ii) above), Participant terminates employment for Good Reason, or is terminated by the Company without Cause, Restricted Stock Units not previously vested shall immediately become vested. (iv) In the event of Participant’s Retirement, the Compensation Committee may determine, in its sole discretion, whether and the manner in which Restricted Stock Units not previously vested (or any portion thereof) shall be vested and be settled pursuant to Section 3(d). In the absence of Compensation Committee action, upon such Retirement, the Restricted Stock Units which have not vested as of the Granteedate of such termination shall vest pro-rata as of the date of Participant’s rights and interest in the Bonus, if any, that becomes Retirement. All such Restricted Stock Units which shall have not vested and non-forfeitable at the Measurement Date as a result of such Retirement shall be determined in accordance with immediately and automatically forfeited without consideration of any kind and to the following schedule: (c) The Bonus shall become vested extent that the date Participant first becomes eligible for Retirement and non-forfeitable in accordance with the vesting date under this Section 23(a)(iv) are in different tax years, any amount payable under this subsection shall constitute the payment of nonqualified deferred compensation, subject to the Committee determining and certifying requirements of Code Section 409A unless an exemption under the treasury regulations is available. The number of unvested Restricted Stock Units that shall vest pro-rata upon Retirement (absent action to the contrary by the Compensation Committee) described in writing that the corresponding Performance Goal and all other conditions for the vesting penultimate sentence of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make foregoing paragraph of this determination within sixty (60Section 3(a)(iv) days after the Measurement Date (the “Determination Date”). This determination shall be based on calculated by multiplying (A) the actual level quotient obtained by dividing the number of completed months that Participant was employed by the Performance Goal achievedCompany or one of its Subsidiaries since the most recent Vesting Date by 48, and shall not be by (B) the number of Restricted Stock Units subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedAgreement.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), Restricted Stock Units are subject to Section 3. The Performance Goal shall both a performance-based vesting condition and a time-based vesting condition, both of which must be based upon satisfied, together with the Cumulative EPS additional vesting conditions in Subsection (“Cumulative EPS”a)(iii) of below, before the Company’s adjusted core earnings per share Restricted Stock Units will be considered to be vested on a Vesting Date (as defined in Subsection (a)(iii) below). (i) during the three[INSERT PERFORMANCE-year period beginning [ ], and ending on [ BASED VESTING CRITERIA] (the “Performance PeriodVesting Condition”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ . (ii) [INSERT TIME-BASED VESTING CRITERIA], [ ] and [ ] and shall be measured on [ so long as the Participant’s status as a Service Provider is in continuous effect from the Grant Date through [INSERT VESTING CRITERIA] (the “Measurement DateTime-Based Vesting Conditions”). For purposes the avoidance of any doubt, in no event shall any Restricted Stock Units vest under this AgreementSection 2 after the Participant’s termination of Service. [AS APPLICABLE: Notwithstanding the foregoing, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles Time-Based Vesting Conditions (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from but not the write-off of goodwill and impairment charges, divided by Performance Vesting Condition) applicable to the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date Restricted Stock Units shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining vesting acceleration provisions contained in Addendum A, which is attached to this Agreement [AS APPLICABLE AND FOR PARTICIPANTS OTHER THAN MEMBERS OF THE GROUP MANAGEMENT TEAM AND OTHER THAN MEMBERS OF THE BOARD ONLY], and certifying to the terms and conditions of any change of control severance agreement between the Company or Employer (as defined in writing Section 7) and the Participant (a “COC Severance Agreement”)].] (iii) Each date as of which both of the following conditions with respect to any of the Total Number of Restricted Stock Units are satisfied shall be referred to as a “Vesting Date”: (A) the Participant’s status as a Service Provider has been in continuous effect from the Grant Date through the date that is the corresponding 15th of the second month (e.g., May 15 following the fiscal fourth quarter ended March 31 or November 15 following the fiscal second quarter ended September 30) after the close of the quarter in which the Performance Goal Vesting Condition has been attained and all other conditions (B) the Time-Based Vesting Condition for the vesting of the Bonus have applicable annual installment has been satisfied; provided . To the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has extent the Restricted Stock Units have not terminated before satisfied the Measurement Date. The Committee shall make this determination within sixty (60) days after Performance Vesting Condition by the Measurement Date (the “Determination Date”). This determination shall be based on the actual level expiration of the Performance Goal achievedPeriod, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination all Restricted Stock Units shall be final, binding forfeited and conclusive on all persons, including, but not limited to, the Company be of no further force and the Grantee. The Grantee shall not be entitled to effect notwithstanding that any claim Time-Based Vesting Conditions have been or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedare attained.

Vesting. (a) Except as may The Restricted Stock Units shall vest one third (1/3rd) on each of December 31, 2012, December 31, 2013 and December 31, 2014 (each a “Vesting Date”); provided that (i) the Grantee continues to be otherwise provided in Section 3 employed by, or Section 6 of this Agreementprovide service to, the vesting of Company through the Grantee’s rights Vesting Date, and interest in (ii) the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share Company Profit Trigger (as defined below) during is achieved. (b) For purposes of this Agreement, except as set forth in Section 2(d) below, the three-Restricted Stock Units shall only vest on the Vesting Date if the Company generates enough net income (determined in accordance with GAAP) to cover normal quarterly dividends of the Company (excluding any special dividends) as determined by the Committee in its sole discretion for the calendar year period beginning [ ], and ending on [ ] in which the Vesting Date occurs (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement DateCompany Profit Trigger”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined normal quarterly dividend rate for the applicable calendar year is equal to four times the dividend rate for the highest quarter of the calendar year in which the Vesting Date occurs, excluding any special dividends in all instances. For purposes of this Agreement, if the Company Profit Trigger is not achieved for the applicable Vesting Date, the portion of the Restricted Stock Units subject to vesting on the Vesting Date shall be cancelled and the Grantee shall cease to have any right or entitlement to receive any shares of Common Stock under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from this Grant with respect to the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAPcancelled Restricted Stock Units. (bc) The portion Notwithstanding Section 2(a) above, if the Grantee ceases to be employed by, or provide service to, the Company on account of the Grantee’s rights Early or Normal Retirement (as defined by the Susquehanna Bancshares, Inc. Cash Balance Pension Plan) prior the Restricted Stock Units becoming fully vested, the Restricted Stock Units that have not yet vested (other than any Restricted Stock Units that did not vest and interest in were cancelled because the BonusCompany Profit Trigger was not achieved) shall continue to vest on each applicable Vesting Date following the Grantee’s Early or Normal Retirement (notwithstanding that the Grantee is no longer employed by, if anyor providing service to, the Company; provided that becomes vested and non-forfeitable at the Measurement Company Profit Trigger is achieved for the Vesting Date shall be determined in accordance with the following schedule:Section 2(b) above). (d) Notwithstanding Sections 2(a) and (c) The Bonus shall become above, if (i) the Grantee dies; (ii) incurs a Disability (as defined in the Plan); (iii) a Change of Control (as defined in the Plan) occurs, in each case, while the Grantee is employed by, or providing service to, the Company, and prior to the Grantee becoming fully vested and non-forfeitable in accordance with this Section 2, the Restricted Stock Units subject to this Grant (other than any Restricted Stock Units that did not vest and were cancelled because the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for Company Profit Trigger was not achieved), the vesting of the Bonus have been satisfied; provided Restricted Stock Units shall accelerate and the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee Restricted Stock Units shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based vest in full on the actual level first to occur of the Performance Goal foregoing events, without regard to whether the Company Profit Trigger has been achieved. (e) Except as provided in Sections 2(a), (c) and shall not (d) above, if the Grantee ceases to be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achievedemployed by, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited or provide service to, the Company and for any reason prior to vesting in the Grantee. The Grantee Restricted Stock Units subject to this Grant, then this Grant shall not be entitled immediately cancelled with respect to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control Restricted Stock Units that are unvested as of the Grantee, adversely affects the ability of ’s termination date and the Grantee shall cease to satisfy have any right or entitlement to receive any shares with respect to the Performance Goal cancelled Restricted Stock Units. If the Grantee ceases to be employed by, or provide service to, the Company on account of a termination by the Company for Cause (as defined in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with Plan), then this Section 2 Grant shall be forfeitedimmediately cancelled with respect to all the Restricted Stock Units subject to such Grant, whether vested or unvested, and the Grantee shall cease to have any right or entitlement to receive any shares under this Grant with respect to the cancelled Restricted Stock Units.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ]September 1, 2014 and ending on [ ] August 31, 2017 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] August 31, 2017 (the “Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date shall be determined in accordance with the following schedule:: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The Bonus applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement DateDetermination Date as defined herein. The Committee shall make this determination within sixty ninety (6090) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. Unless otherwise provided in this Award Agreement or in the Plan, the RSUs shall be subject to the following conditions for vesting: (a) Except as may be otherwise provided in Section 3 The Committee shall determine whether First Commercial Approval or Section 6 Second Commercial Approval has been obtained and the number, if any, of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2RSUs earned. The extent to date on which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (Committee makes its determination as to First Commercial Approval is hereinafter referred to as the “Performance GoalFirst Determination Date”), subject to Section 3. The Performance Goal shall be based upon date on which the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (Committee makes its determination as defined below) during the three-year period beginning [ ], and ending on [ ] (to Second Commercial Approval is hereinafter referred to as the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Second Determination Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion target number of RSUs as set forth above will be earned (the “Target Earned RSUs”) upon receipt of the Grantee’s rights first Commercial Approval from any Regulatory Authority for any therapeutic compound or product of the Company (the “First Commercial Approval”), provided that such approval is granted on or before the Performance Deadline. The difference between the maximum number of RSUs and interest in target number of RSUs will be earned (the Bonus“Incremental Earned RSUs”, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance together with the following schedule:Target Earned RSUs, the “Earned RSUs”) upon receipt of the second Commercial Approval from any Regulatory Authority (which may, but need not, be the same Regulatory Authority that granted the First Commercial Approval) for any therapeutic compound or product of the Company (the “Second Commercial Approval”), provided that such approval is granted on or before the Performance Deadline. (c) The Bonus Except as otherwise set forth in this Award Agreement, one-half of the Target Earned RSUs shall become vested and non-forfeitable in accordance with this Section 2nonforfeitable on the First Determination Date, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting provided Participant has maintained its relationship as a Service Provider. The second half of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee Target Earned RSUs shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and nonnonforfeitable on the first anniversary of the First Determination Date, provided Participant has maintained its relationship as a Service Provider. Except as otherwise set forth in this Award Agreement, one-forfeitable in accordance with this Section 2 half of the Incremental Earned RSUs shall be forfeitedbecome vested and nonforfeitable on the Second Determination Date, provided Participant has maintained its relationship as a Service Provider. The second half of the Incremental Earned RSUs shall become vested and nonforfeitable on the first anniversary of the Second Determination Date, provided Participant has maintained its relationship as a Service Provider.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of All Options granted pursuant to this Agreement, the vesting of the Grantee’s rights Agreement shall vest and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined become exercisable in accordance with the following schedule:, in each case, subject to the Optionee’s commencement of and continued Employment (as defined below) through the applicable vesting date, except as otherwise provided in Section 2(c) below: Six month anniversary of Commencement Date (as defined below) 12.5 % Twelve month anniversary of the Commencement Date 12.5 % Eighteen month anniversary of the Commencement Date 12.5 % Twenty-four month anniversary of Commencement Date 12.5 % Thirty month anniversary of the Commencement Date 12.5 % Thirty-six month anniversary of Commencement Date 12.5 % Forty-two month anniversary of Commencement Date 12.5 % Forty-eight month anniversary of Commencement Date 12.5 % For purposes of the foregoing vesting schedule, the number of shares vested shall be rounded down to the nearest whole share, until the last vesting date on which date the balance of the shares shall vest subject to the terms and conditions provided herein. (b) In the event the Optionee does not commence employment with the Company on or before May 23, 2022 (the “Commencement Date”), this Option shall be automatically forfeited and cancelled for no value without any consideration being paid therefor and otherwise without any further action of the Company whatsoever. (c) The Bonus shall become vested and non-forfeitable in accordance with this Subject to Section 22(b), subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting upon any termination of the Bonus have been satisfied; provided Optionee’s Employment by the GranteeCompany without “Cause” (as defined in the Optionee’s Continuous Status employment agreement with the Company or its “Affiliates” (as an Employee or Consultant or Non-Employee Director has not terminated before defined below)), the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination Optionee shall be based on the actual level credited with an additional three (3) months of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, vesting provided that the CommitteeOptionee satisfies any terms and conditions applicable to such additional vesting stated in the Optionee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, employment agreement with the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. its Affiliate. (d) Any portion of the Bonus Option that does not become vested and non-forfeitable exercisable in accordance with this the provisions of Section 2 hereof shall be forfeitedautomatically forfeited and cancelled for no value without any consideration being paid therefor and otherwise without any further action of the Company whatsoever on the earliest to occur of the events listed in Section 3. For the avoidance of doubt, there shall be no proportionate or partial vesting in the periods prior to each vesting date set forth in Section 2(a) and all vesting shall occur only on the applicable vesting date, subject to the Optionee’s commencement of and continued Employment with the Company on each applicable vesting date, except as otherwise provided in Section 2(c).

Vesting. (a) Except as may be otherwise provided If Employee remains continuously employed by the Company from the Grant Date through December 31, _____, this Performance Award shall vest in Section 3 or Section 6 of this Agreement, Employee on such date at the vesting levels set forth in the Notice based upon achievement of the Grantee’s rights and interest Company performance objectives set forth in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 Notice (the “Performance GoalObjectives”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ]commencing on January 1, _____ and ending on [ ] December 31, _____ (the “Performance Period”). The Cumulative EPS for As soon as administratively practicable after the end of the Performance Period shall be determined by (or such earlier date as set forth in Sections 2(b), (c), (d) or (e)), the sum Compensation Committee of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles Board (“GAAPCommittee”), before amortization of intangibles, stock-based compensation expense ) shall affirm in writing the extent to which the Performance Objectives have been achieved and related charges, the cash and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined units of deferred Stock that are vested in accordance with GAAPEmployee as a result of such achievement. (b) The portion If on or after the eighteen-month anniversary of the GranteeGrant Date and prior to the end of the Performance Period (i) a “Change of Control” (as defined in Treasury Regulation Section 1.409A-3(i)(5) that also meets the definition of “Change of Control” under the Plan) of the Company occurs, (ii) Employee incurs a “Disability” (as defined in Treasury Regulation Section 1.409A-3(i)(4) that also meets the definition of “disability” under the Company’s rights long-term disability plan), or (iii) Employee’s employment terminates due to Employee’s death, this Performance Award shall vest on the earliest of such events at the greater of the “Determined Percentage” (as defined below) and interest the “target” levels of performance as set forth in the BonusNotice. For this purpose, if any, the “Determined Percentage” means the percentage of vesting that becomes vested and non-forfeitable at would have occurred respecting the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject Performance Award pursuant to the Notice as if (1) the last day of the Performance Period was the Determination Date (as defined below) and the Performance Objectives were measured as of such date and (2) the dollar amount levels for “entry,” “target” and “overachievement” with respect to the Performance Objectives relating to the EBITDA Component set forth in the Notice were each prorated by multiplying the applicable dollar amount level by a fraction, the numerator of which is the number of calendar quarters during the period beginning on January 1, _____ and ending on the Determination Date, and the denominator of which is 12 (such prorated levels being referred to herein as the “Prorated EBITDA Objectives”). As soon as administratively practicable after the date of the applicable vesting event described in clauses (b)(i), (b)(ii) or (b)(iii) above, the Committee determining and certifying shall affirm in writing that the corresponding extent to which the Performance Goal and all other conditions for the vesting of the Bonus Objectives have been satisfied; provided achieved and the Grantee’s Continuous Status cash and the number of units of deferred Stock that vest as an Employee or Consultant or Non-Employee Director has not terminated before a result of such achievement. As used in this Agreement, the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the term “Determination Date”). This determination shall be based on ” means (A) with respect to the actual level TSR Component of the Performance Goal achievedAward, the date of the applicable vesting event, and shall not be subject (B) with respect to an exercise of discretion to determine a level of achievement the EBITDA Component of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited toAward, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control most recently completed fiscal quarter of the Grantee, adversely affects Company coincident with or next preceding the ability date of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedapplicable vesting event.

Vesting. Subject to Grantee's continued employment with the Company through the Vesting Date (adefined below) Except as may be otherwise provided in Section 3 or Section 6 and the Company's attainment of this Agreement, the vesting 100% of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share applicable Target (as defined below) with respect to the fiscal year of the Company that precedes the fiscal year during which the threeVesting Date occurs, the Restricted Stock Award shall vest as to one-year period beginning [ ], and ending on [ ] third of the shares of Restricted Stock underlying the Restricted Stock Award (the “Performance Period”"Annual Vesting Portion") on the last day of the fiscal first quarter of each of the 2006, 2007 and 2008 fiscal years of the Company (each a "Vesting Date"). The Cumulative EPS ; PROVIDED, HOWEVER that, if, the Company attains or exceeds 90% of the Target, but less than 100%, with respect to any fiscal year, then the Annual Vesting Portion shall vest in respect of such fiscal year as follows: 50% of the Annual Vesting Portion shall vest if 90% of Target is attained, and, for performance between 90% and 100% of Target, the Performance Period remaining amount of the Annual Vesting Portion that vests shall be determined by using straight line interpolation. To the sum of extent that any shares comprising the adjusted core earnings per share for Annual Vesting Portion do not vest on the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined applicable Vesting Date as provided in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to such shares shall be forfeited, together with any associated purchase price by the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions Grantee for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Datesaid restricted shares. The Committee shall make this determination within sixty (60) In no event later than 90 days after the Measurement Date commencement of each fiscal year of the Company, the Committee shall establish a Company performance target (the “Determination Date”)"Target") for such fiscal year, which may consist of one or more performance measurements. This determination shall be based on Notwithstanding the actual level foregoing, with respect to each of the Performance Goal achieved2005, 2006 and 2007 fiscal years of the Company, the Committee shall not be subject to an exercise of have sole discretion to determine a level of achievement whether the applicable Target has been met as of the Performance Goal other than that actually achievedlast day of such Fiscal Year, provided that and any Annual Vesting Portion shall be deemed vested as of the Vesting Date only to the extent of attainment of the Target as certified by the Committee’s good faith determination shall . The Target and its constituent performance measurements may be final, binding equitably adjusted by the Committee in its sole discretion to reflect a Change in Control (as defined in the Plan) and conclusive on all personsother corporate events, including, but not limited towithout limitation, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Companyrecapitalizations, or any reorganizations, mergers, consolidations, combinations, exchanges, other circumstance or eventrelevant changes in capitalization, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and extraordinary non-forfeitable recurring events, acquisitions, divestitures and other corporate changes. Vesting shall occur only in accordance with this Section 2 shall be forfeitedwhole shares.

Vesting. (a) 3.1 Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, provided that the vesting Participant has not incurred a Termination of Service as of the Grantee’s rights applicable vesting date, and interest further provided that any additional conditions and performance goals set forth in Appendix A (attached hereto) have been satisfied, the Bonus shall Restricted Stock Units will vest and no longer be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined any restrictions in accordance with the following schedule:: Upon completion of the Performance Period as described in Appendix A As provided in Appendix A Once vested, the Restricted Stock Units become "Vested Units." (c) The Bonus 3.2 Except as provided in Sections 3.3, 3.4 and 3.5 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant's Termination of Service for any reason at any time before all of his or her Restricted Stock Units have vested, the Participant's unvested Restricted Stock Units shall become vested be automatically forfeited and non-forfeitable in accordance with this Section 2, subject neither the Company nor any Subsidiary shall have any further obligations to the Committee determining and certifying Participant under this Agreement. 3.3 If the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in writing that the corresponding Performance Goal and all other conditions for Participant’s written employment agreement with the vesting Company), a pro-rated portion of the Bonus have been satisfied; provided Restricted Stock Units shall remain outstanding and eligible to vest based on actual performance through the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before last day of the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be Performance Period, based on the number of days during the Performance Period that the Participant was employed provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.4 If the Participant’s Termination of Service occurs as a result of Retirement (as defined below), a pro-rated portion of the Restricted Stock Units shall remain outstanding and eligible to vest based on actual level performance through the last day of the Performance Goal achievedPeriod based on the number of days during the Performance Period that the Participant was employed, and shall not be subject provided the Participant continues to an exercise comply with the terms of discretion to determine a level any confidentiality, non-solicitation and/or non-competition agreement with the Company or any of achievement its Subsidiaries. Upon the breach by the Participant of the Performance Goal other than that actually achievedterms of any such agreement, the Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.5 If, within the twenty-four (24) month period following a Change in Control, the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Participant’s written employment agreement with the Company), the Restricted Stock Units shall immediately become vested based on the Target Performance. 3.6 For purposes of this Section 3, “Retirement” with respect to a Participant means his or her election to effect a Termination of Service in connection with such person’s retirement from continued employment and the Participant either (a) has attained the age of 65 or (b) has attained the age of 55 and has ten full years of service with the Company, in each case, provided that the Committee’s good faith determination shall be finalno facts, binding and conclusive on all persons, including, but not limited to, circumstances or events exist which would give the Company and the Grantee. The Grantee shall not be entitled a basis to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control effect a Termination of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedService for Cause.

Vesting. The Participant’s Restricted Stock will become vested as described in the following paragraph. (a) the Restricted Stock subject to this Award will vest on the following date: number of shares vested vested date [xxxxx xxxx date] (b) Except as may be otherwise provided in Section 3 subsection 4(c) below, if the Participant’s employment or Section 6 service with the Company and any of this Agreement, the vesting its Affiliates terminates before [xxxxx xxxx date] he or she will forfeit any portion of the Grantee’s rights and interest in Restricted Stock that has not then vested as of the Bonus shall be determined in accordance with this Section 2date of the termination. The extent Company will not have any further obligations to which the Grantee’s interest in Participant under this Agreement as to shares of Restricted Stock that are forfeited as provided herein. (c) At the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction discretion of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) Compensation Committee of the Company’s adjusted core earnings per share Board of Directors, all or any portion of the Award may become vested upon the Participant’s death or Permanent and Total Disability. (d) [If a “Change in Control” as defined below) during in the three2005 Long-year period beginning [ Term Incentive Plan occurs before [xxxxx xxxx date], any unvested portion of the Award will immediately become fully vested and ending exercisable.] (e) Notwithstanding the foregoing, the restricted stock grant will be eligible for an accelerated vest of [xx]% annually on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined anniversary date of grant, upon approval by the sum Compensation Committee, upon the achievement of the adjusted core earnings per share for following minimum performance targets: i. [performance target]; and ii. [performance target]. As between the parties, the decision of the Compensation Committee of the Company’s fiscal years ending [ ]Board of Directors will be final and conclusive with respect to whether the targets have been met. If both the targets are not met, [ that year’s [xx]% portion will not be accelerated and will vest on [final vesting date] and [ ] and shall be measured on [ ] (the “Measurement Date”as provided in subsections 4(a)-(d). For purposes of this Agreement; provided, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”)however, before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonusimmediate subsequent year after a target is not met, if any, that becomes vested [accelerated vesting option and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting example of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedvesting].

Vesting. Except as otherwise provided in this Section 3, Restricted Stock Units subject to this grant shall vest as follows: (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, 8,750 Restricted Stock Units shall vest on the vesting one year anniversary of the Grantee’s rights and interest in Legal Grant Date subject to the Bonus Participant achieving certain Key Performance Indicators set forth on Exhibit B attached hereto; (b) 8,750 Restricted Stock Units, shall be determined in accordance with this Section 2. The extent to which vest on the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction two year anniversary of the performance goal specified in this Section 2 (the “Performance Goal”), Legal Grant Date subject to Section 3. The the Participant achieving certain Key Performance Goal Indicators set forth on Exhibit B attached hereto; (c) 8,750 Restricted Stock Units, shall be based upon vest on the Cumulative EPS (“Cumulative EPS”) three year anniversary of the Company’s adjusted core earnings per share Legal Grant Date subject to the Participant achieving certain Key Performance Indicators set forth on Exhibit B attached hereto; (as defined belowd) during 8,750 Restricted Stock Units, shall vest on the three-four year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum anniversary of the adjusted core earnings per share for Legal Grant Date subject to the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured Participant achieving certain Key Performance Indicators set forth on [ ] (the “Measurement Date”)Exhibit B attached hereto. For purposes of this Section, the period of time between each anniversary of the Legal Grant Date shall be referred to as the “Vesting Year”. In the event of the Participant's Termination of Service by the Company without Cause or for Good Reason, all unearned Restricted Stock Units awarded under this Award Agreement that could be earned during the Vesting Year in which the Termination of Service occurs shall vest immediately prior to the Termination of Service. As used in this Agreement, “adjusted core earnings per shareGood Reason” means the Companyshall mean Participant’s net income determined under U.S. generally accepted accounting principles resignation if after twelve (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result 12) months from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the BonusLegal Grant Date, if any(i) Participant is not satisfied with his compensation package at that time; or (ii) Participant’s title or duties are materially adversely modified without Participant’s consent. Notwithstanding anything else contained herein, that becomes vested and non-forfeitable at the Measurement Date if there is a Change of Control prior to a Termination of Service, all unearned Restricted Stock Units awarded under this Award Agreement shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject vest immediately prior to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting Change of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedControl.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this AgreementFor any Award Period, the vesting following number of Performance Shares shall vest if and only if a Management Representative (defined below) or the Grantee’s rights and interest in the Bonus shall be determined Compensation Committee, as applicable, determines, in accordance with this Section 2. The extent to which Paragraph 4, that the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share Target (as defined belowin Paragraph 4(e)(iii)) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance that Award Period shall be determined has been met by the sum of Trust: If there are any Performance Shares that have not vested after Management’s Representative or the adjusted core earnings per share for Compensation Committee, as applicable, has determined the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance Performance Shares that will vest with GAAPrespect to the final Award Period, then any and all then-remaining Performance Shares which have not vested shall terminate and be forfeited. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within Within sixty (60) days after the Measurement Date end of each Award Period, Management’s Representative or the Compensation Committee, as applicable, shall determine whether the Performance Target has been met by the Trust for such Award Period and thereafter, shall promptly notify the Grantee (or the executors or administrators of the Grantee’s estate) of such determination. If Management’s Representative or the Compensation Committee, as applicable, determines that the Performance Target has been met for such Award Period, then the number of Performance Shares specified in Paragraph 4(a) above with respect to such Award Period shall vest. (c) Notwithstanding the foregoing, all remaining Performance Shares shall vest if the Grantee shall incur an Involuntary Termination (as defined in the Plan) during the one year period commencing with the occurrence of a Change in Control. (d) As soon as reasonably practicable after the vesting of all or any portion of the Performance Shares, the Trust shall notify Grantee or the Grantee’s legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Performance Shares (“Determination DateTax Notice”). This determination Grantee or Grantee’s legal representative, as applicable, shall be based on tender to the actual level Trust the amount specified in the Tax Notice within five (5) business days after the date of the Performance Goal achievedTax Notice, and or such longer period of time as the Trust may designate. The Trust shall not be subject required to an exercise of discretion to determine a level of achievement of remove the Performance Goal other than that actually achieved, provided that restrictions on such Shares until such time as the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and Grantee or the Grantee’s legal representative, as applicable, shall have paid such tax withholding amount in full. The Grantee shall not be entitled to any claim or recourse if any action or inaction Trust, at its sole discretion and on such terms and conditions determined by the CompanyTrust from time to time, may permit the Grantee or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee ’s legal representative to satisfy the Performance Goal Trust’s minimum statutory tax withholding obligations as determined by the Trust’s accounting department through (i) the sale of all or a portion of such Shares resulting from this Agreement through the employer’s broker or (ii) by returning to the Trust a number of Shares having a fair market value equal to the minimum statutory tax withholding amount due. Shares cannot be returned to the Trust and withheld to satisfy more than the required minimum statutory tax withholding amounts. In the event Grantee or Grantee’s legal representative, as applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Trust may, in any way prevents its sole discretion, satisfy such tax and withholding obligations by: (i) returning to the satisfaction of the Performance Goal. Any Trust all or a portion of the Bonus that does not become vested and non-forfeitable in accordance with Shares issued under this Section 2 Agreement; or (ii) withholding the required amounts from other amounts due the Grantee or Grantee’s legal representative, as applicable. The Trust is authorized to pay over to the appropriate authority, all federal, state, county, city or other taxes as shall be forfeitedrequired pursuant to any law or governmental regulation or ruling. (e) For purposes of this Agreement:

Vesting. (a) The PUs subject to this Award shall be subject to both a time-based vesting condition (the “Time-Based Condition”) and a performance-based vesting condition (the “Performance Condition”), as described herein. Except as may expressly provided herein, none of the PUs shall be otherwise “vested” for purposes of this Agreement (i.e., the PUs shall not have any value), unless and until both the Time-Based Condition and the Performance Condition for such PUs are satisfied. The value of the PUs that are “vested” for purposes of this Agreement at any time shall equal the product of (i) the number of the PUs that have satisfied the Time-Based Condition and (ii) the value per PU (the “Vested PU Value”) given the level at which the Performance Condition has been satisfied for the applicable Performance Period. (i) The Time-Based Condition for one-third of the PUs shall be satisfied on each of December 31, 2017, December 31, 2018 and December 31, 2019 (each, a “Time Vesting Date”), subject to the Participant not incurring a Termination prior to the applicable Time Vesting Date. Except as provided in Section 3 this Agreement and/or under an effective employment agreement between the Company and the Participant, there shall be no proportionate or Section 6 of this Agreement, the vesting partial satisfaction of the Grantee’s rights and interest in Time-Based Condition prior to the Bonus applicable Vesting Date; for the avoidance of doubt, this Award shall be determined treated as an equity award for purposes of any accelerated vesting provided in accordance with this Section 2. an employment agreement. (ii) The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable Vested PU Value shall be based upon the satisfaction of level at which the performance goal specified goal(s) designated in this Section 2 the scorecard for the applicable Performance Period (the “Scorecard”) is/are satisfied, which Scorecard shall be prepared by the Committee and communicated to the Participant within the first 90 days following commencement of the applicable Performance Goal”), subject to Section 3Period. The “First Performance Goal Period” shall be based upon January 1, 2017 through December 31, 2017; the Cumulative EPS (“Cumulative EPS”) of Second Performance Period” shall be January 1, 2018 through December 31, 2018; and the “Third Performance Period” shall be January 1, 2019 through December 31, 2019. Notwithstanding anything to the contrary in the Scorecard, the PUs shall only vest if the Company’s adjusted core earnings per share (as defined below) during before interest, tax, depreciation and amortization exceed $1.00 in any of the three-year period beginning [ ], and ending on [ ] (the “First Performance Period”), the Second Performance Period or the Third Performance Period. The Cumulative EPS for For the avoidance of doubt, in no event shall the Performance Period Condition be deemed satisfied unless actual performance equals or exceeds the threshold level provided in the applicable Scorecard. To the extent that the actual performance is between the threshold and target levels or between the target and maximum levels described in the Scorecard, the Vested PU Value shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest as set forth in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing Scorecard; provided that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and Condition shall not be subject to an exercise of discretion to determine a satisfied and the Vested PU Value shall be zero, if the actual performance is less than the threshold level of achievement performance; and provided, further, that the maximum Vested PU Value shall not exceed 200% of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedTarget Value.

Vesting. (a) The PSUs are subject to forfeiture until they vest. Except as may be otherwise provided in Section 3 or Section 6 of this Agreementherein, the vesting PSUs will vest and become nonforfeitable on the date the Committee certifies the achievement of the Grantee’s rights and interest in the Bonus shall be determined Performance Goals in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”paragraph 3(b), subject to Section 3the achievement of the minimum threshold Performance Goals for payout set forth in Exhibit A attached hereto. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) number of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], PSUs that vest and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period become payable under this Agreement shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achievedGoals set forth in Exhibit A. (b) Except as otherwise expressly provided in this paragraph 4, provided 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 calculated by multiplying (x) the lesser of (i) the estimated expected performance multiplier in respect of the Award 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 equals the number of days that the Committee’s Grantee was employed during the Performance Period and the denominator of which equals the total number of days in the Performance Period. (d) Upon the occurrence of a Change in Control during the Performance Period, if the Committee makes a good faith determination that an Alternative Award (as defined in Section 14 of the Plan) has not been granted by the acquirer, the Performance Period shall end and the Grantee shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled deemed to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any have earned a pro rata portion of the Bonus Target Award calculated by multiplying the Target Award by a fraction, the numerator of which equals the number of days that does not become vested have elapsed during the Performance Period as of the date of the Change in Control and non-forfeitable the denominator of which equals the total number of days in the Performance Period. (f) Upon a Change in Control during the 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 accordance with this Section 2 shall be forfeitedparagraph 4.

Vesting. Twenty-five percent (a25%) Except as may be otherwise provided in Section 3 or Section 6 of the Restricted Stock Units (rounded up to the nearest whole number) shall vest on the first anniversary of the date of this Agreement, the vesting Agreement and on each of the Grantee’s rights and interest in the Bonus shall be determined next three (3) successive anniversaries thereof unless previously vested or forfeited in accordance with the Plan or this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 Agreement (the “Performance GoalNormal Vesting Schedule”). (i) Any Restricted Stock Units that fail to vest because the employment condition set forth in Section 3(c) is not satisfied shall be forfeited, subject to the special provisions set forth in subsections (ii) through (iv) of this Section 3. The Performance Goal shall be based upon 3(a). (ii) If the Cumulative EPS (“Cumulative EPS”) Participant’s employment terminates due to death or Permanent Disability, or in the event of a Change in Control where the holders of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS Common Stock receive cash consideration for the Performance Period shall be determined by the sum their Common Stock in consummation of the adjusted core earnings per share for the Company’s fiscal years ending [ ]Change in Control, [ ] and [ ] and Restricted Stock Units not previously vested shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAPimmediately become vested. (biii) The portion If on or within two years after a Change in Control (other than a Change in Control described in Section 3(a)(ii) above), the Participant terminates employment for Good Reason, or is terminated by the Company without Cause, Restricted Stock Units not previously vested shall immediately become vested. (iv) In the event of the GranteeParticipant’s rights Retirement, the Compensation Committee may determine, in its sole discretion, whether and interest the manner in the Bonus, if any, that becomes which Restricted Stock Units not previously vested (or any portion thereof) shall be vested and nonsettled pursuant to Section 3(d). In the absence of Compensation Committee action, upon such Retirement, the Restricted Stock Units which have not vested as of the date of such termination shall vest pro-forfeitable at rata as of the Measurement Date date of the Participant’s Retirement, and all such units which shall be determined in accordance with have not vested as a result of such Retirement shall revert to the following schedule: (c) The Bonus shall become vested Company without consideration of any kind. To the extent the Participant’s Retirement date and non-forfeitable in accordance with vesting date under this Section 23(a)(iv) are in different tax years, any amount payable under this subsection shall constitute the payment of nonqualified deferred compensation, subject to the Committee determining requirements of Code Section 409A. The number of Restricted Stock Units vesting pro-rata upon an event described in the penultimate sentence of the foregoing paragraph in Section 3(a)(iv) shall be calculated by taking a fraction where the denominator is equal to number of months during the Normal Vesting Schedule (“Vesting Period”), and certifying in writing the numerator is equal to the number of completed months that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; Participant was employed or provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject service to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and or one of its Subsidiaries during the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction Vesting Period, with the total number of Restricted Stock Units awarded multiplied by such fraction multiplied (rounding up the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitednearest whole number).

Vesting. (a) Except as may be otherwise provided With respect to the PSUs that vest in Section 3 or Section 6 accordance with the terms of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus Grantee shall be determined in accordance with this Section 2entitled to receive a number of shares of Company Stock (each, a “Share”) equal to the number of PSUs subject to the Grant times the “Payment Percentage” set forth opposite the “Achievement Percentile” set forth on Exhibit A attached hereto1. The extent Subject to which the Grantee’s interest in the Bonus becomes vested Paragraphs 3 and non-forfeitable shall be based upon the 7 below, and further subject to satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share Goals (as defined below), the Grantee shall be issued such Share(s) during with respect to the vested PSUs within sixty (60) days following the later of: (i) the date that the Committee determines and certifies the Achievement Percentile attained with respect to the performance goals set forth on Exhibit A attached hereto (“Performance Goals”) with respect to the three-year period beginning [ ]on the first day of the fiscal year of the Company in which the Grant Date occurs (such three-year period, and ending on [ ] (the “Performance Period”, and 1 Exhibit A will list one or more Performance Goals, and will include a column indicating Achievement Percentile (i.e., how much of Performance Goal was achieved), and Payment Percentage (i.e., how much the PSU will pay out at corresponding Achievement Percentiles). The Cumulative EPS for the Performance Period shall Goals, Achievement Percentiles, and Payment Percentages would be determined by the sum Committee in respect of each grant. such date of Committee certification, the “Performance-Based Vesting Date”); and (ii) the three-year anniversary of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] Date of Grant (the “Measurement Time-Based Vesting Date”, and the later of the Time-Based Vesting Date and the Performance-Based Vesting Date, the “Vesting Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before continuous employment by the Measurement Employer from the Date of Grant until the Vesting Date. The Committee shall make this determination within sixty (60) days after All unvested PSUs will be forfeited for no consideration if the Measurement Date (Grantee ceases to be employed by the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal Employer for any reason other than that actually achievedDisability (as defined below), provided that the Committee’s good faith determination shall be finaldeath, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the CompanyRetirement (as defined below), or any other circumstance or event, including any circumstance or event outside the control as expressly provided in Paragraph 7 of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedAgreement.

Vesting. (a) Except as may be otherwise expressly provided in Section 3 or Section 6 of this Agreement, if the vesting of Committee determines that the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS Goals for the Performance Period shall have been met and the other terms and conditions set forth in the AIP have been satisfied, you will be entitled to receive payment of Bonus Award Payment. Except as expressly provided in this Agreement, you will not be eligible to receive payment of the Bonus Award if you have not been continuously and actively been employed with Equinix or an Affiliate (the “Employer”) through the date of payment described under the heading “Payment” or any of the following circumstances apply on the date of payment without any further action by the Company or the Committee: • you are on a Performance Improvement Plan; • you are on notice (whether given or received) for a termination of employment with the Employer; • you on garden or similar non-paid leave; and/or • you have been suspended from your duties for any reason and/or are subject to ongoing proceedings. You will not be considered to be continuously and actively employed with the Employer once you have stopped providing services, notwithstanding any notice period mandated under the employment laws of the country where you reside (e.g., active employment would not include a period of “garden leave” or similar period pursuant to the employment laws of the country where you resides), unless otherwise determined by the sum Company on a country-by-country basis. Unless otherwise determined by the Committee, a leave of absence will not constitute a termination of continuous service. The Committee has the exclusive discretion to determine when you are no longer actively employed for purposes of the adjusted core earnings per share for Bonus Award, subject to compliance with Section 409A of the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”)Code. For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges Cash Payment - Any Bonus Payment Award that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined becomes payable in accordance with GAAP. (b) The portion the terms under the heading “Vesting” will be paid in cash. Payment Timing - Except as otherwise provided in the following sentence, the Bonus Award Payment will be paid as soon as practicable following the date the Committee determines the Performance Goal Attainment Factor and determines a Bonus Award has vested and is payable for the Performance Period. Payment Amount -The Committee retains the right, in its sole discretion, to modify the determination of the Grantee’s rights and interest Performance Goal Attainment Factors (resulting in a reduction, an increase or elimination (including to zero) of, the Bonusamount of the Bonus Award Payment) to take into account recommendations of the Chief Executive Officer of the Company and/or such additional factors including qualitative factors, if any, that the Committee may deem relevant to the assessment of individual or corporate performance for the Performance Period. New Hires - If you begin employment with the Employer following the commencement of the Performance Period, the amount of a Bonus Award Payment, if any, that becomes vested and non-forfeitable at the Measurement Date shall payable will be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of pro rated by multiplying the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction Award Payment by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedParticipation Period Factor.

Vesting. (a) Except as may be otherwise specifically provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus Awarded Shares shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 vest as follows: (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS i) Forty percent (“Cumulative EPS”40%) of the Company’s adjusted core earnings per share (as defined below) during total Awarded Shares shall vest on the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum first anniversary of the adjusted core earnings per share for Closing Date, provided that the Company’s fiscal years ending [ ]Employee has not incurred a Termination of Service prior to that date. (ii) An additional thirty percent (30%) of the total Awarded Shares shall vest on the second anniversary of the Closing Date, [ ] and [ ] and provided that the Employee has not incurred a Termination of Service prior to that date. (iii) The remaining thirty percent (30%) of the total Awarded Shares shall be measured vest on [ ] (the “Measurement third anniversary of the Closing Date”). For purposes , provided that the Employee has not incurred a Termination of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges Service prior to that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAPdate. (b) The portion Notwithstanding the foregoing and subject to Sections 3(c) and (d) below, if, following the Closing Date, the Employee incurs a Termination of Service by the Company without Cause (as that term is defined in the Employment Agreement) or by the Employee for Good Reason (as that term is defined in the Employment Agreement), then all of the GranteeAwarded Shares not previously vested shall thereupon immediately become fully vested upon the date of such Termination of Service. (c) Notwithstanding the foregoing, if, following the Closing Date, a Change in Control occurs, then all of the Awarded Shares not previously vested shall thereupon immediately become fully vested upon the date of such Change in Control, provided that the Employee has not incurred a Termination of Service prior to that date. For the avoidance of doubt, the Merger shall not constitute a Change in Control for purposes of this Section 3(c). (d) Notwithstanding the foregoing, all of the Awarded Shares not previously vested shall become fully vested on the date of the Employee’s Termination of Service due to his death or Total and Permanent Disability. (e) Notwithstanding the foregoing and in addition to the Company’s rights set forth in Section 25, the Company shall have the right to require payment from the Employee, within ninety (90) days following the date the Awarded Shares vest, to cover any applicable taxes due upon the vesting of such Awarded Shares (the “Withholding Obligation”), and interest the Employee’s receipt of Common Stock for such vested Awarded Shares is specifically conditioned upon the Employee’s satisfaction of the Withholding Obligation. Payment of the Withholding Obligation may be made: (i) by the Employee directly to the Company; (ii) from a broker in connection with a sale of either shares to be acquired upon vesting of the BonusAwarded Shares or other Common Stock of the Company owned by the Employee, provided such Common Stock was not acquired from the Company within the prior six (6) months; (iii) if the Board, in its sole discretion, so consents (which approval must include the affirmative vote of Xxxxx Xxxx, provided he is serving as a member of the Board when such approval is sought), by the Company’s withholding of a number of shares of Common Stock to be acquired upon the vesting of the Awarded Shares, which shares so withheld have a fair market value equal to the Withholding Obligation; (iv) by such other method(s) (if any) as the Board, in its sole discretion, may consent (which approval must include the affirmative vote of Xxxxx Xxxx, provided he is serving as a member of the Board when such approval is sought); or (v) by any combination of the above; provided, however, that (A) for Awarded Shares that vest in accordance with Section 3(a)(i), if any, the Company shall withhold, in full or partial satisfaction of the Withholding Obligation related to such vested Awarded Shares, the number of shares of Common Stock that becomes would otherwise be acquired upon vesting of such Awarded Shares, having a fair market value equal to the lesser of (1) the Withholding Obligation and (2) an amount equal to the difference between $200,000 and the fair market value of shares of Common Stock withheld, if any, to satisfy the tax withholding obligations under that certain Restricted Stock Award Agreement, by and between the Company and the Employee, dated March 3, 2016 and as amended October 7, 2016, not to exceed $200,000, with the remaining amount of the Withholding Obligation related to such vested and non-forfeitable at Awarded Shares, if any, to be satisfied by the Measurement Date shall be determined Employee in accordance with the following schedule: terms of this Agreement; or (cB) The Bonus shall if the Awarded Shares become vested and non-forfeitable in accordance with this Section 2, subject 3(b) on or prior to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting 2nd anniversary of the Bonus Closing Date, the Employee shall have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before right to select, from among the Measurement Date. The Committee shall make this determination within sixty (60options discussed above in Section 3(e)(i) days after through Section 3(e)(v), the Measurement Date (the “Determination Date”). This determination shall be based on the actual level manner in which payment of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all personsWithholding Obligation is made, including, but not limited towithout limitation, by the Company and withholding shares of Common Stock as described in Section 3(e)(iii), regardless of the GranteeBoard’s consent or lack thereof. The Grantee Employee shall forfeit any Awarded Shares for which he has not be entitled to any claim or recourse if any action or inaction by satisfied the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable Withholding Obligation in accordance with the terms of this Section 2 shall be forfeitedAgreement.