Common use of Vesting Clause in Contracts

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Plan. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock The Performance Share Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested (if any) that are earned pursuant to the terms of this Agreement. The Award Agreement shall become vested and nonforfeitable provided that the Grantee remains in accordance with the following schedule: (i) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous employment or other service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries through the date on which payment of the Performance Share Units is made, except as otherwise provided herein. (b) Notwithstanding Section 4(a), if the Grantee’s continuous employment or other service with the Company and such release becoming effective its Subsidiaries terminates prior to the payment of the Performance Share Units as a result of the Grantee’s death, a pro rata portion of the Performance Shares shall become vested, determined by multiplying the target number of Performance Shares by a fraction, the numerator of which is the number of days of continuous employment or other service completed by the Grantee after the Grant Date and irrevocable in accordance with its termsthe denominator of which is 1096. (c) If Participant voluntarily resigns as Chief Executive Officer Notwithstanding Section 4(a), if the Grantee’s continuous employment or other service with the Company and its Subsidiaries terminates prior to December 31the payment of the Performance Share Units as a result of the Grantee’s Disability or Retirement (defined as the Grantee’s voluntary termination of employment with the consent of the Administrator (or the Administrator’s delegate) at or after age 60 with at least five years of service with the Company and its Subsidiaries), 2024 without a new non-interim Chief Executive Officer having pro rata portion of the Performance Share Units shall become vested, determined by multiplying the number of Performance Share Units that would have been appointed earned pursuant to Section 2 and Section 3 hereof, based upon actual achievement of the applicable Performance Goals if the Grantee had remained in the continuous employment or other service of the Company and its Subsidiaries through the last day of the Performance Period, by a fraction, the numerator of which is the number of days of continuous employment or other service completed by the Board, Grantee after the Award, to Grant Date and the extent unvested, will be forfeited, whether or not Participant remains on the Boarddenominator of which is 1096. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following of a Change in Control prior to the payment of the Performance Share Units: (as defined i) If the Performance Share Units are honored, assumed or substituted in the Plan)form of an Alternative Award, and the Grantee’s continuous employment or other service with the Company and its Subsidiaries is terminated after the Change in Control and prior to the payment of the Performance Share Units (A) by the Company or a Subsidiary without Cause, or (B) if the Grantee is covered by a severance plan, employment agreement or offer letter with the Company or a Subsidiary that provides for severance benefits in the event of a termination by the Grantee for Good Reason, by the Grantee for Good Reason, then the Performance Share Units, to the extent not previously vested or forfeited, will vest, without pro ration and effective upon such termination of the Grantee’s employment with the Company and its Subsidiaries, as follows: (x) with respect to any Performance Period completed prior to the date of such termination of employment, the Award number of Performance Share Units earned pursuant to Section 2 and Section 3 hereof, shall be subject to acceleration as provided in Section 15(c) based upon actual achievement of the Planapplicable Performance Goals with respect to such Performance Period, and (y) with respect to any Performance Period not completed prior to the date of such termination of employment, the number of Performance Share Units earned pursuant to Section 2 and Section 3 hereof shall be determined as though the Performance Goals were satisfied at the target level of performance. (ii) If the Performance Share Units are not honored, assumed or substituted in the form of an Alternative Award, then the target number of Performance Share Units will vest in full, without pro ration, effective upon such Change in Control. (e) For purposes of this AgreementSection 4, the term “continuous employment or other service of the Grantee with the Company and its Subsidiaries shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an Employee of the Company and its Subsidiaries, by reason of the transfer of his or her employment or other service among the Company and its Subsidiaries.

Vesting. Stock Units awarded hereunder that have vested and are no longer a. Except as otherwise expressly provided in Section 4.b hereof, subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units continued employment or service through each applicable vesting date, (i) 20% of the RSUs (the “Initial Tranche”) shall vest on the earlier to occur of (A) one hundred and rights in and to eighty (180) days after the pricing of an underwritten public offering of the Common Stock subject that occurs following the Effective Date and (B) two (2) business days after the first day that the Common Stock becomes listed on a nationally recognized securities exchange through a direct listing that does not occur in conjunction with an underwritten public offering (as applicable, the “Initial Vesting Date”), and (ii) an additional 20% of the RSUs shall vest on each of the first four (4) anniversaries of the date of grant. b. Notwithstanding anything to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested contrary contained in accordance with the following schedule: Section 4.a hereof, upon a Participant’s Qualifying Termination, (i) 50100% of the Award unvested RSUs shall vest vest, if such Qualifying Termination occurs on or before the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member date of the Board through such dategrant; and (ii) 50% of the Award unvested RSUs shall vest, if such Qualifying Termination occurs after the first anniversary and on or before the second anniversary of the date of grant; and (iii) 25% of the unvested RSUs shall vest, if such Qualifying Termination occurs after the second anniversary and on or before the third anniversary of the date of grant; provided, that if a Participant undergoes a Qualifying Termination or is terminated due to death or Disability, in each case, prior to the Initial Vesting Date, the Initial Tranche shall vest on the earlier date of either (a) January 3such termination. c. Notwithstanding anything to the contrary contained in Section 4.a hereof, 2026, subject to Participant’s continuous service as an employee and/or member 100% of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance RSUs shall any vesting of the Award occur vest immediately prior to the one year anniversary consummation of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”)Change in Control. (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d)d. Subject to Section 4.b hereof, including non-renomination or non-reelection vesting shall cease immediately upon termination of Participant’s Board position employment or due service for any reason, and any portion of the RSUs that has not vested on or prior to Participant’s death or disability (as the date of such term is defined termination shall be forfeited on such date. Once vesting has occurred, the vested portion will be settled at the time specified in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms6 hereof. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Plan. (e) For purposes of this Agreement, the term “

Vesting. Twenty-five percent (25%) of the Restricted Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and rounded up to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (inearest whole number) 50% of the Award shall vest on the first anniversary of the Grant Datedate of this Agreement and on each of the next three (3) successive anniversaries thereof unless previously vested or forfeited in accordance with the Plan or this Agreement (the “Normal Vesting Schedule”). (i) Any Restricted Stock Units that fail to vest because the employment condition set forth in Section 3(c) is not satisfied shall be forfeited, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and special provisions set forth in subsections (ii) 50% through (iv) of this Section 3(a). (ii) If the Participant’s employment terminates due to death or Permanent Disability, or in the event of a Change in Control where the holders of the Award Company’s Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, Restricted Stock Units not previously vested shall vest immediately become vested. (iii) 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 Participant’s resignation or termination of employment (other than for Cause) on or after the earlier of either (aA) January 3the Participant’s 60th birthday and having attained ten (10) years of service with the Company or a Subsidiary (including years of service granted by the Company as a result of a merger, 2026acquisition, or other transaction) or (B) the Participant’s 65th birthday (a “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 settled pursuant to Section 3(d). In the absence of Compensation Committee action, upon such Retirement, the Restricted Stock Units which have not vested as of the date of such termination shall vest pro-rata as of the date of the Participant’s Retirement, and all such units which shall have not vested as a result of such Retirement shall revert to the Company without consideration of any kind. To the extent the Participant’s Retirement date and vesting date under this Section 3(a)(iv) are in different tax years, any amount payable under this subsection shall constitute the payment of nonqualified deferred compensation, subject to Participant’s continuous service as the requirements of Code Section 409A. The number of Restricted Stock Units vesting pro-rata upon an employee and/or member event described in the penultimate sentence of the Board through such employment date or 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 (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If , and the numerator is equal to the number of completed months that the Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination was employed or non-reelection of Participant’s Board position or due provided service to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and or one of its Subsidiaries and during the Vesting Period, with the total number of Restricted Stock Units awarded multiplied by such release becoming effective and irrevocable in accordance with its termsfraction multiplied (rounding up the nearest whole number). (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Plan. (e) For purposes of this Agreement, the term “

Vesting. The term “vest” as used herein with respect to any share of Restricted Stock Units awarded hereunder that have vested and are no longer subject means the lapsing of the restrictions described herein with respect to forfeiture are referred to herein such share. Unless earlier terminated, forfeited, relinquished or expired, the Restricted Stock shall vest as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.”follows: (a) Participant’s Stock Units Twelve and rights in and to the Common Stock subject to the Stock Units shall not be vested as a half percent (12.5%) of the Grant Date Restricted Stock shall vest beginning on the last day of the fiscal quarter of the Company (each, a “Fiscal Quarter”) in which the grant is made and shall be forfeitable unless and until otherwise vested on each subsequent Fiscal Quarter-end of the Company, provided that, through each such vesting date, (i) the Grantee has remained in continuous Employment either (x) as interim Chief Executive Officer pursuant to the terms offer letter agreement between the Grantee, Michaels Stores, Inc. and the Company, made and entered into as of this Agreement. The Award shall become vested in accordance with February 28, 2019 (the following schedule: “Offer Letter”), or (iy) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous through his service as an employee and/or a member of the Board through such date; Company’s board of directors (the “Board”) (each of clauses (x) and (y), “Qualifying Service”) and (ii) 50% of has not breached the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but covenants set forth in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”)Section 11 herein. (b) If Participant is terminated In the event (i) the Grantee’s Employment as interim Chief Executive Officer and as pursuant to the Offer Letter is terminated by the Company without Cause prior to the appointment of a member new Chief Executive Officer of the Company, (ii) the Grantee’s service on the Board is terminated without Cause, or (iii) the Grantee is not re-elected to the Board and circumstances constituting Cause other than as described in Paragraph 2(ddo not exist (each of clauses (i), including non(ii), and (iii), a “Qualifying Termination”): (x) if such Qualifying Termination occurs before November 2, 2019, a pro-renomination or non-reelection rata portion of Participant’s Board position or due to Participant’s death or disability the initial twelve and a half percent (as such term is defined in Section 22(e12.5%) of the CodeRestricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service in the current Fiscal Quarter), then will vest in full on the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor date of the Company Grantee’s Qualifying Termination and its Subsidiaries 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 release becoming effective and irrevocable Qualifying Termination occurs on or after November 2, 2019, any unvested shares of Restricted Stock that are outstanding as of immediately prior to the Qualifying Termination will vest in accordance with its termsfull on the date of the Grantee’s Qualifying Termination. (c) If Participant voluntarily resigns 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 November 2, 2019, a pro-rata portion of the initial twelve and a half percent (12.5%) of the Restricted Stock (based on the number of days the Grantee has provided Qualifying Service in the current Fiscal Quarter), will remain outstanding and eligible to vest according to its original vesting schedule set forth in Section 3(a) and the remainder of the Restricted Stock will be forfeited on the date of Grantee’s Non-Qualifying Termination; and (y) if such Qualifying Termination occurs on or after November 2, 2019, any unvested shares of Restricted Stock that are outstanding as Chief Executive Officer of immediately prior to December 31the Non-Qualifying Termination, 2024 without a new non-interim Chief Executive Officer having been appointed by will vest according to the Boardoriginal 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 Award, to Grantee will immediately forfeit the extent unvested, will be forfeited, whether or not Participant remains on unvested portion of the BoardRestricted 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 and subject to Section 15 7(a)(i) of the Plan, in Plan (the event Participant “Rollover Award”) and (ii) the Grantee’s Employment is involuntarily terminated by the Company (or its successor) without Cause within twenty-four the twelve (2412) months following a the Change in Control (as defined in the Plan)of Control, the Rollover Award shall be subject to acceleration as provided the extent still outstanding will vest in Section 15(c) full on the date of the PlanGrantee’s termination of Employment. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested and are no longer The Phantom Shares shall be subject to forfeiture are referred to herein as “Vested Unitsthe terms and conditions set forth in this paragraph 2.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as A portion of the Grant Date and Phantom Shares shall be forfeitable unless and until vest, except as otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with provided herein, on the following schedule: schedule (i) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”).): Date Number of Phantom Shares for Which the Vesting Period Shall Lapse June 30, 2012 33 % June 30, 2013 33 % June 30, 2014 33 % (b) If Participant is terminated In the event that, prior to June 30, 2014, the Grantee has a Termination of Service (i) by the Company for Cause (as Chief Executive Officer and as a member of defined in the Board without Cause Employment Agreement) or (ii) by the Grantee for any reason other than as described set forth in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(eparagraph 2(c) of the Code)below, then all Phantom Shares granted to the Award shall become immediately Grantee hereunder, whether or not then vested, contingent upon Participant executing a general release of claims in favor of shall thereupon, and with no further action, be forfeited by the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its termsGrantee. (c) If Participant voluntarily resigns as Chief Executive Officer In the event that, prior to December 31June 30, 2024 without 2014, the Grantee has a new non-interim Chief Executive Officer having been appointed Termination of Service (i) due to his or her death or Disability (as defined in the Employment Agreement) or (ii) by the BoardCompany for any reason other than Cause (as defined in the Employment Agreement), the Award, Phantom Shares granted to the extent unvested, will Grantee hereunder with respect to which the Vesting Period has elapsed in accordance with paragraph 2(a) as of the date of termination shall be forfeited, whether or not Participant remains on the Boardsettled as provided in paragraph 4 hereunder. (d) In accordance with and Notwithstanding the foregoing provisions of this paragraph 2, to the extent that the Employment Agreement provides that the Phantom Shares are subject to Section 15 terms other than those set forth above, or a termination of employment by the Plan, Grantee for “Good Reason” or in the event Participant is involuntarily terminated within twenty-four (24) months following connection with a “Change in Control Control” (each as defined in the PlanEmployment Agreement), then the Award shall be subject to acceleration as provided in Section 15(c) terms of the PlanEmployment Agreement will apply with respect to the Phantom Shares granted hereby, and shall, to the extent applicable, supersede the terms of this paragraph 2. (e) For purposes Except as contemplated above, in the event that the Grantee has a Termination of this AgreementService, any and all of the term “Grantee’s Phantom Shares which have not vested prior to or as of such termination shall thereupon, and with no further action, be forfeited and cease to be outstanding.

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and The Performance Shares (if any) credited to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested Grantee’s account pursuant to the terms of this Agreement. The Award Section 2 hereof shall become vested in accordance with the following schedule: (i) 50% of the Award shall vest and nonforfeitable on the first anniversary of Vesting Date set out in this Award Agreement, provided that the Grant Date, subject to Participant’s Grantee remains in the continuous employment or other service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries through the Vesting Date, except as otherwise provided herein. (b) Notwithstanding Section 3(a), if the Grantee’s continuous employment or other service with the Company and such release becoming effective its Subsidiaries terminates prior to the Vesting Date as a result of the Grantee’s death, a pro rata portion of the Performance Shares shall become vested, determined by multiplying the target number of Performance Shares by a fraction, the numerator of which is the number of days of continuous employment or other service completed by the Grantee after the Grant Date of the Performance Shares and irrevocable in accordance with its termsthe denominator of which is 1096. (c) If Participant voluntarily resigns as Chief Executive Officer Notwithstanding Section 3(a), if the Grantee’s continuous employment or other service with the Company and its Subsidiaries terminates prior to the Vesting Date as a result of the Grantee’s Disability or Retirement (defined as the Grantee’s voluntary termination of employment with the consent of the Administrator (or the Administrator’s delegate) at or after age 60 with at least five years of service with the Company and its Subsidiaries), a pro rata portion of the Performance Shares shall become vested, effective as of December 31, 2024 without 2017, determined by multiplying the number of Performance Shares that would have been earned pursuant to Section 2 hereof, based upon actual achievement of the applicable Relative TSR Performance Goals if the Grantee had remained in the continuous employment or other service of the Company and its Subsidiaries through the last day of the third Performance Period, by a new non-interim Chief Executive Officer having been appointed fraction, the numerator of which is the number of days of continuous employment or other service completed by the Board, Grantee after the Award, to Grant Date of the extent unvested, will be forfeited, whether or not Participant remains on Performance Shares and the Boarddenominator of which is 1096. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following of a Change in Control prior to the Vesting Date: (as defined i) If the Performance Shares are honored, assumed or substituted in the Plan)form of an Alternative Award, and the Grantee’s continuous employment or other service with the Company and its Subsidiaries is terminated after the Change in Control and prior to the Vesting Date (A) by the Company or a Subsidiary without Cause, or (B) if the Grantee is covered by a severance plan, employment agreement or offer letter with the Company or a Subsidiary that provides for severance benefits in the event of a termination by the Grantee for Good Reason, by the Grantee for Good Reason, then the Performance Shares, to the extent not previously vested or forfeited, will vest, without pro ration and effective upon such termination of the Grantee’s employment with the Company and its Subsidiaries, as follows: (x) with respect to any Performance Period completed prior to the date of such termination of employment, the Award shall be subject number of Performance Shares earned pursuant to acceleration as provided in Section 15(c) 2 hereof, based upon actual achievement of the Planapplicable Relative TSR Performance Goals with respect to such Performance Period, shall become vested, and (y) with respect to any Performance Period not completed prior to the date of such termination of employment, the portion of the target number of Performance Shares allocated to such Performance Period shall become vested. (ii) If the Performance Shares are not honored, assumed or substituted in the form of an Alternative Award, then the target number of Performance Shares will vest in full, without pro ration, effective upon such Change in Control. (e) For purposes of this AgreementSection 3, the term “continuous employment or other service of the Grantee with the Company and its Subsidiaries shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an Employee of the Company and its Subsidiaries, by reason of the transfer of his or her employment or other service among the Company and its Subsidiaries.

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s The Restricted Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following scheduleas follows: (i) 5025% of the Award shares of Restricted Stock shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member Date of the Board through such dateGrant; and (ii) 5025% of the Award shares of Restricted Stock shall vest on the earlier second anniversary of either Date of Grant; (aiii) January 3, 2026, subject to Participant’s continuous service as an employee and/or member 25% of the Board through such employment date or (b) shares of Restricted Stock shall vest on the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting third anniversary of the Award occur prior to Date of Grant; and (iv) 25% of the one year shares of Restricted Stock shall vest on the fourth anniversary of Gxxxx Date, the Date of Grant (each of (i) and (ii)each, a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”); provided that the Participant remains in continuous service with the Company or an Affiliate thereof through the applicable Vesting Date. (b) If Participant Except as set forth in Section 2(c) below, if the Participant’s service is terminated as Chief Executive Officer for any reason, (i) this Restricted Stock Award Agreement shall terminate and as a member all rights of the Board Participant with respect to the shares of Restricted Stock that have not vested as of the date of termination shall immediately terminate, (ii) any such shares of Restricted Stock shall be forfeited without payment of any consideration, and (iii) neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such shares of Restricted Stock. (c) If the Participant’s service is terminated by the Company without Cause other than as described or by the Participant for Good Reason (to the extent such a term is included in Paragraph 2(dthis Restricted Stock Award Agreement for the Participant or in another individual agreement between the Company and the Participant), including non-renomination or non-reelection of Participant’s Board position or due and provided that the Participant executes and delivers to Participant’s death or disability the Company (as such term is defined in Section 22(eand does not revoke) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of a form satisfactory to the Company and its Subsidiaries and within sixty (60) days following such release becoming effective and irrevocable termination (or such shorter period as may be specified by the Company in accordance with its terms. applicable law): (ci) If the shares of Restricted Stock that are scheduled to vest on the next applicable Vesting Date shall vest on the effective date of the release, (ii) this Restricted Stock Award Agreement shall terminate and all rights of the Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, with respect to the extent unvestedportion of the shares of Restricted Stock, will be forfeitedif any, whether or that do not Participant remains on the Board. (d) In vest in accordance with this Section 2(c) shall terminate with effect retroactive to the termination date and subject to Section 15 any such shares of Restricted Stock shall be forfeited without payment of any consideration, and (iii) neither the Participant nor any of the PlanParticipant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) such shares of the PlanRestricted Stock. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Subject to the terms and conditions of this Agreement, the 2014/2015 Target Number of Restricted Stock Units shall vest, if at all, on September 30, 2015 (the “First Vesting Date”), and rights the 2014/2016 Target Number of Restricted Stock Units shall vest, if at all, on September 30, 2016 (the “Second Vesting Date”), if the Grantee remains employed by the Company or a subsidiary of the Company on each such date. (b) Notwithstanding anything in and Section 4(a) of this Agreement to the Common Stock contrary but subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the other terms of this Agreement. The Award shall become vested , in accordance the event of the Grantee’s involuntary Termination of Employment where the Grantee is eligible for and accepts severance benefits under a Company-sponsored severance plan or agreement with the following scheduleCompany (with eligibility for severance benefits to be determined in the sole discretion of the Company) prior to the First Vesting Date: (i) 50% the number of the Award shall Restricted Stock Units that will vest on the first anniversary First Vesting Date shall be equal to the product of (x) the 2014/2015 Target Number and (y) a fraction, the numerator of which shall be the number of days between the Date of Grant and the date of the Grantee’s involuntary Termination of Employment, and the denominator of which shall be the number of days between the Date of Grant and the First Vesting Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% the number of the Award shall Restricted Stock Units that will vest on the earlier Second Vesting Date shall be equal to the product of either (ax) January 3the 2014/2016 Target Number and (y) a fraction, 2026, subject to Participant’s continuous service as an employee and/or member the numerator of which shall be the number of days between the Date of Grant and the date of the Board through Grantee’s involuntary Termination of Employment, and the denominator of which shall be the number of days between the Date of Grant and the Second Vesting Date, and any remaining Restricted Stock Units that are at either such employment date time not vested will be forfeited and cancelled on the First Vesting Date or (bthe Second Vesting Date, as applicable. Furthermore, notwithstanding anything in Section 4(a) of this Agreement to the start of employment of a new non-interim Chief Executive Officercontrary, but in no instance shall any vesting the event of the Award occur Grantee’s involuntary Termination of Employment where the Grantee is eligible for and accepts severance benefits under a Company-sponsored severance plan or agreement with the Company (with eligibility for severance benefits to be determined in the sole discretion of the Company) after the First Vesting Date but prior to the one year anniversary of Gxxxx Second Vesting Date, (each the number of Restricted Stock Units that will vest on the Second Vesting Date shall be equal to the product of (i) the 2014/2016 Target Number and (ii)) a fraction, a “the numerator of which shall be the number of days between the Date of Grant and the date of the Grantee’s involuntary Termination of Employment, and the denominator of which shall be the number of days between the Date of Grant and the Second Vesting Date” and, and any remaining Restricted Stock Units that are at that time not vested will be forfeited and cancelled on the Second Vesting Dates together, the “Vesting Period”)Date. (bc) If Participant is terminated as Chief Executive Officer and as a member Notwithstanding anything in Section 4(a) of this Agreement to the Board without Cause contrary but subject to the other than as described terms of this Agreement, in Paragraph 2(d)the event of (i) the Grantee’s death, including non-renomination or non-reelection of Participant(ii) the Grantee’s Board position or due to Participant’s death or disability Permanent Disability (as such term is defined in Section 22(e) of the CodeCompany’s Long-Term Disability Plan), then or (iii) a Change of Control, in each case, prior to the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor First Vesting Date and while the Grantee is an active employee of the Company or a subsidiary of the Company, the number of Restricted Stock Units that will vest on the date of the Grantee’s death, Permanent Disability or such Change of Control, as applicable, shall be equal to the sum of (x) the product of (I) the 2014/2015 Target Number and its Subsidiaries (II) a fraction, the numerator of which shall be the number of days between the Date of Grant and the date of the Grantee’s death, Permanent Disability or such release becoming effective Change of Control, as applicable, and irrevocable the denominator of which shall be the number of days between the Date of Grant and the First Vesting Date, and (y) the product of (I) the 2014/2016 Target Number and (II) a fraction, the numerator of which shall be the number of days between the Date of Grant and the date of the Grantee’s death, Permanent Disability or such Change of Control, as applicable, and the denominator of which shall be the number of days between the Date of Grant and the Second Vesting Date, and any remaining Restricted Stock Units that are at that time not vested will be forfeited and cancelled on the date of the Grantee’s death, Permanent Disability or such Change of Control, as applicable. Furthermore, notwithstanding anything in accordance with its terms. Section 4(a) of this Agreement to the contrary, in the event of (ci) If Participant voluntarily resigns the Grantee’s death, (ii) the Grantee’s Permanent Disability (as Chief Executive Officer such term is defined in the Company’s Long-Term Disability Plan), or (iii) a Change of Control, in each case, after the First Vesting Date but prior to December 31, 2024 without the Second Vesting Date and while the Grantee is an active employee of the Company or a new non-interim Chief Executive Officer having been appointed by subsidiary of the BoardCompany, the Awardnumber of Restricted Stock Units that will vest on the date of the Grantee’s death, Permanent Disability or such Change of Control, as applicable, shall be equal to the extent unvestedproduct of (x) the 2014/2016 Target Number and (y) a fraction, the numerator of which shall be the number of days between the Date of Grant and the date of the Grantee’s death, Permanent Disability or such Change of Control, as applicable, and the denominator of which shall be the number of days between the Date of Grant and the Second Vesting Date, and any remaining Restricted Stock Units that are at that time not vested will be forfeited, whether or not Participant remains forfeited and cancelled on the Boarddate of the Grantee’s death, Permanent Disability or such Change of Control, as applicable. (d) In accordance with and Notwithstanding anything in Section 4 of this Agreement to the contrary but subject to Section 15 the other terms of the Planthis Agreement, in the event Participant of the Grantee’s (i) voluntary Termination of Employment, (ii) involuntary Termination of Employment where the Grantee is involuntarily terminated within twentynot eligible for severance benefits under a Company-four sponsored severance plan or agreement with the Company (24) months following including, without limitation, a Change in Control (Termination of Employment for Cause, as such term is defined in the Plan)relevant severance plan or agreement) or (iii) involuntary Termination of Employment where the Grantee is eligible for but does not accept the severance benefits under the relevant Company-sponsored severance plan or agreement with the Company, in each case, prior to the Award First Vesting Date or the Second Vesting Date, as applicable, any Restricted Stock Units that are at that time not vested shall be subject to acceleration as provided in Section 15(c) of the Planimmediately forfeited and cancelled. (e) For purposes of this Agreement, the term “

Vesting. Unless earlier terminated, forfeited, relinquished or expired, the Restricted Stock Units awarded hereunder that have vested and are no longer will vest as set forth in this Section 3(a), subject to forfeiture are referred the Participant remaining in continuous Employment from the Date of Grant through such vesting date. (i) Subject to herein as “Vested Units.” Section 3(a)(ii) and Section 3(a)(iii) below, one-third of the Restricted Stock Units awarded hereunder will vest on each of the first three anniversaries of the Vesting Commencement Date, with the number of Restricted Stock Units that are not vest on any such date being rounded down to the nearest whole Share and the Award becoming vested and remain subject as to forfeiture are referred to herein as “Unvested Unitsone-hundred percent (100%) of the Restricted Stock Units on the third anniversary of the Vesting Commencement Date.” (aii) Subject to Section 3(a)(iii) below, in the event the Participant’s Stock Units and rights in Employment is terminated by the Company or one of its subsidiaries without Cause or if the Participant terminates his or her Employment for Good Reason (each such termination of Employment, a “Qualifying Termination”), and to the Common Stock subject to the extent that any Restricted Stock Units shall are outstanding immediately prior to such Qualifying Termination but not be then vested, that number of Restricted Stock Units that, in the absence of such Qualifying Termination, would have become vested as of on the Grant Date and shall be forfeitable unless and until otherwise vested next vesting date following such Qualifying Termination pursuant to the terms vesting schedule set forth in Section 3(a)(i) hereof will automatically vest in full upon the occurrence of this Agreementsuch Qualifying Termination. The Award shall become vested in accordance with 72870719_2 (iii) In the following schedule: (i) 50% event of the Award shall vest on the first anniversary termination of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior Employment due to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) the Company’s or a subsidiary’s termination of the Code)Participant’s Employment due to the Participant’s Disability, then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvestedthat any Restricted Stock Units are outstanding immediately prior to such termination of Employment but not then vested, will be forfeited, whether or not Participant remains on all such unvested Restricted Stock Units shall become fully-vested upon the Boardoccurrence of such termination of Employment. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Plan. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and Subject to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms limitations of this Agreement. The Award , the RSUs shall vest and become vested in accordance with payable according to the following schedule: (i) 50% , with respect to the number of RSUs shown in the Award shall vest schedule on the first anniversary of vesting date (the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the ”) applicable to such number of RSUs (each an “Vesting PeriodInstallment”).): INSTALLMENT VESTING DATE APPLICABLE TOINSTALLMENT (b) If Participant is terminated as Chief Executive Officer and as a member of An Installment shall not vest on the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of otherwise applicable Vesting Date if the Participant’s Board position Date of Termination occurs on or due to Participant’s death or disability (as before such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its termsVesting Date. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by Notwithstanding the Boardforegoing provisions of this Section, the Award, RSUs shall vest (to the extent unvestednot vested previously) as follows: (i) If the Participant’s Date of Termination occurs by reason of the Participants Death, will be forfeited[or] Disability, whether [or] [Retirement] [or] [termination by the Company without Good Cause] and such Date of Termination falls other than on a vesting date, the RSU shall vest on a pro rata basis for such interim period based upon the number of completed 30-day periods subsequent to the most recent vesting date (or not Participant remains on the BoardGrant Date, as applicable) and prior to the Date of Termination relative to the number of 30-day periods between the two dates. (ii) If within two (2) years following a Change in Control the Participant’s Date of Termination occurs by reason of a termination by the Company without Good Cause or by the Executive for Good Reason then the RSUs shall become fully vested upon such Date of Termination. (d) In accordance with RSUs that are not fully vested upon the Participant’s Date of Termination other than to the extent specified in Section 3(c) shall not become vested and subject to Section 15 shall be forfeited without any payment therefor as of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) Participant’s Date of the PlanTermination. (e) For purposes of this Agreement, the term “

Vesting. The term “vest” as used herein with respect to any share of Restricted Stock Units awarded hereunder that have vested and are no longer subject means the lapsing of the restrictions described herein with respect to forfeiture are referred to herein such share. Unless earlier terminated, forfeited, relinquished or expired, the Restricted Stock shall vest as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.”follows: (a) Participant’s Stock Units Twelve and rights in and to the Common Stock subject to the Stock Units shall not be vested as a half percent (12.5%) of the Grant Restricted Stock shall vest on each three (3) month anniversary of the Date and shall be forfeitable unless and until otherwise vested of Grant, provided that, through each such vesting date, (i) the Grantee has remained in continuous Employment either (x) as interim Chief Executive Officer pursuant to the terms offer letter agreement between the Grantee, Michaels Stores, Inc. and the Company, made and entered into as of this Agreement. The Award shall become vested in accordance with February 28, 2019 (the following schedule: “Offer Letter”), or (iy) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous through his service as an employee and/or a member of the Board through such date; Company’s board of directors (the “Board”) (each of clauses (x) and (y), “Qualifying Service”) and (ii) 50% of has not breached the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but covenants set forth in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”)Section 11 herein. (b) If Participant is terminated In the event (i) the Grantee’s Employment as interim Chief Executive Officer and as pursuant to the Offer Letter is terminated by the Company without Cause prior to the appointment of a member new Chief Executive Officer of the Company, (ii) the Grantee’s service on the Board is terminated without Cause, or (iii) the Grantee is not re-elected to the Board and circumstances constituting Cause other than as described in Paragraph 2(ddo not exist (each of clauses (i), including non(ii), and (iii), a “Qualifying Termination”): (x) if such Qualifying Termination occurs before May 28, 2019, a pro-renomination or non-reelection rata portion of Participant’s Board position or due to Participant’s death or disability the initial twelve and a half percent (as such term is defined in Section 22(e12.5%) of the CodeRestricted 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), then will vest in full on the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor date of the Company Grantee’s Qualifying Termination and its Subsidiaries 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 release becoming effective and irrevocable 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 accordance with its termsfull on the date of the Grantee’s Qualifying Termination. (c) If Participant voluntarily resigns 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 initial twelve and a half percent (12.5%) 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 remain outstanding and eligible to vest according to its original vesting schedule set forth in Section 3(a) and the remainder of the Restricted Stock will be forfeited on the date of Grantee’s Non-Qualifying Termination; and (y) if such Qualifying Termination occurs on or after May 28, 2019, any unvested shares of Restricted Stock that are outstanding as Chief Executive Officer of immediately prior to December 31the Non-Qualifying Termination, 2024 without a new non-interim Chief Executive Officer having been appointed by will vest according to the Boardoriginal 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 Award, to Grantee will immediately forfeit the extent unvested, will be forfeited, whether or not Participant remains on unvested portion of the BoardRestricted 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 and subject to Section 15 7(a)(i) of the Plan, in Plan (the event Participant “Rollover Award”) and (ii) the Grantee’s Employment is involuntarily terminated by the Company (or its successor) without Cause within twenty-four the twelve (2412) months following a the Change in Control (as defined in the Plan)of Control, the Rollover Award shall be subject to acceleration as provided the extent still outstanding will vest in Section 15(c) full on the date of the PlanGrantee’s termination of Employment. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder Subject to the terms, conditions, and limitations set forth herein, the Vesting Date for the Restricted Shares shall occur on [the third anniversary of the effective date of the grant set forth above (and on such date the Restricted Shares shall become 100% vested)], provided that the Grantee is a full-time employee of CompuCredit (or one of its subsidiaries) on the applicable date. [In addition, until the date set forth above, and provided that the Grantee is either on the Board of Directors of CompuCredit (or one of its subsidiaries) or a full-time employee of CompuCredit (or one of its subsidiaries) at the time of a "change in control," any Restricted Shares that theretofore have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Unitsshall immediately vest upon a "change in control.” (a) Participant’s Stock Units and rights " For these purposes, a "change in and to control" shall mean the Common Stock subject to the Stock Units shall not be vested as acquisition of 50% or more of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to "beneficial ownership" of the voting equity securities of CompuCredit (on a fully diluted as-converted basis) by any person or "group" (with the terms "beneficial ownership" and "group" having the meaning given to them for purposes of this Agreement. The Award shall become vested in accordance with Schedule 13D under the following schedule: Securities Exchange Act of 1934) other than (i) 50% Xxxxx X. Xxxxx, III, Xxxxx X. Xxxxx, their spouses, their descendants and the spouses of the Award shall vest on the first anniversary of the Grant Datetheir descendants, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% trusts and other entities established generally for the benefit of Xxxxx X. Xxxxx, III, Xxxxx X. Xxxxx, their spouses, their descendants and the spouses of their descendants, and/or (iii) charitable trusts, foundations or similar entities established by any of the Award foregoing.] Notwithstanding the foregoing, any Restricted Shares that theretofore have not vested shall immediately vest on upon termination by CompuCredit (or its subsidiary) of Grantee's employment other than for Cause or in the earlier case of either death or Disability of Grantee. A transfer of Grantee from CompuCredit to a subsidiary or vice versa shall not constitute a termination for these purposes. Upon vesting CompuCredit shall be entitled to retain (aor if it is not then holding the shares, receive) January 3shares of Common Stock having a Fair Market Value, 2026at the time of vesting, subject equal to Participant’s continuous service such amount as an employee and/or member CompuCredit determines is required under applicable federal, state or local law to be withheld and paid over to governmental taxing authorities by reason of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary such shares of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”)Common Stock. (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Plan. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant Subject to the terms and conditions of this Agreement. The Award , including the clawback and forfeiture provisions under Section 6 and Section 10 below, the Earned PSUs (as defined below), if any, shall vest, and the restrictions with respect to the PSUs shall lapse, on the dates and in the amounts set forth in this Agreement if you remain continuously employed by the Company or an Affiliate until the date you become vested in accordance with the terms and conditions of this Agreement. (b) The number of PSUs that shall become earned, if any (the “Earned PSUs”), following schedulethe end of the period commencing on [_______] (the “Commencement Date”) and ending on [_________] (the “Performance Period”) shall be determined by multiplying the PSUs by the Earned Percentage, calculated as set forth in Exhibit A to this Agreement, and may range from [zero to one hundred fifty percent (150%) of the PSUs]. (c) The Earned PSUs, if any, shall vest as follows: (i) fifty percent (50% of the Award %) shall vest on the first third anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) fifty percent (50% of the Award %) shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member fourth anniversary of the Board through such employment date or Grant Date (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting PeriodEnd Date”). . [Alternative: The Earned PSUs, if any, shall vest one hundred (b100%) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board[insert: applicable date].] (d) In accordance with and subject to The calculations under this Section 15 3 shall be made by the Committee following the end of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award Performance Period and any vesting resulting from such calculations shall be subject to acceleration effective as provided in Section 15(c) of the Planapplicable vesting date. Any PSUs that do not vest on a vesting date pursuant to the terms of Section 3 or 4 shall be immediately and irrevocably forfeited, including the right to receive cash payments and other distributions pursuant to Sections 7(b) and (c) hereof, as of such vesting date. (e) For purposes The Committee administering the Plan shall have the authority to make any determinations regarding questions arising from the application of the provisions of this AgreementSection 3, which determination shall be final, conclusive and binding on you and the term “Company.

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (ac) Participant’s Stock Units and rights in and All of the Class B Shares corresponding to the Common Stock subject to the Stock Units LILAB Unrestricted Share Award shall not be fully vested as of on the Grant Date (such date being a Vesting Date). (d) Unless the Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 5 of this Agreement or Section 11.1(b) of the Plan and shall be forfeitable unless subject to Section 4(d) and until otherwise vested pursuant to the terms forfeiture provisions of this Agreement. The , the Earned Performance Share Units corresponding to the LILAB PSU Award shall become vested in accordance with the following schedule: schedule (each date specified below being a Vesting Date): (i) 50On March 15, 2023, 37.5% of the Award Earned Performance Share Units shall vest on become vested (the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date“2023 LILAB PSUs”); and and (ii) 50On March 15, 2024, 62.5% of the Award Earned Performance Share Units shall vest on the earlier of either become vested (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period2024 LILAB PSUs”). (be) On each Vesting Date, subject to the satisfaction of any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Earned Performance Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Earned Performance Share Units related thereto shall have become vested in accordance with this Agreement. (f) Notwithstanding the foregoing, if the Grantee is suspended (with or without compensation) or is otherwise not in good standing with the Company or any Subsidiary as determined by the Company’s Chief Legal Officer due to an alleged violation of the Company’s Code of Business Conduct, applicable law or other misconduct (a “Suspension Event”), the Company has the right to suspend the vesting of the Earned Performance Share Units until the day after the Company (as determined by the Chief Legal Officer or his/her designee) has determined (x) the suspension is lifted or (y) the Company determines lack of good standing has been cured (each, the “Recovery Date”). If Participant the Suspension Event has occurred and prior to the Recovery Date, the Grantee dies, is disabled or is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code)terminates for Good Reason, then the Award shall become immediately vestedprovisions of Sections 4(a), contingent upon Participant executing a general release of claims in favor 4(b), 4(c) and Section 5 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to retirement) or is terminated for Cause prior to the Recovery Date then the unvested Earned Performance Share Units will be terminated without any further vesting after the date of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31Suspension Event, 2024 without a new non-interim Chief Executive Officer having been appointed unless otherwise agreed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the BoardCompany. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Plan. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and Subject to the Common Stock subject terms and conditions specified on Exhibit “A” (including the requirements for achieving a certain EBITDA CAGR (as defined on Exhibit “A”)) 50% of the Performance Units granted under the Award that have a 2012 Unit Value as described in Section 2(a) (or 16 2/3% of the total Performance Units granted under the Award) shall vest on January 1, 2013 (the “First Vesting Date”) as long as Employee remains continuously employed by the Company or its Affiliates through the First Vesting Date. If a portion of the Award fails to vest on the Stock Units shall First Vesting Date solely because the EBITDA CAGR specified in Section 3(a) of Exhibit “A” is not be vested achieved as of the Grant First Vesting Date and (the “Unvested First Vesting Date Performance Units”), that portion of the award shall be forfeitable unless and until otherwise vested pursuant eligible to vest on the Second Vesting Date in accordance with Section 3(b)(ii). (b) Subject to the terms of this Agreement. The and conditions specified on Exhibit “A” (including the requirements for achieving a certain EBITDA CAGR), the following Performance Units granted under the Award shall become vested in accordance with vest on January 1, 2014 (the following schedule: “Second Vesting Date”) as long as Employee remains continuously employed by the Company or its Affiliates through the Second Vesting Date: (i) 50% of the Performance Units granted under the Award that have a 2013 Unit Value as described in Section 2(b) (or 16 2/3% of the total Performance Units granted under the Award); and (ii) if applicable, the Unvested First Vesting Date Performance Units. If a portion of the Award fails to vest on the Second Vesting Date solely because the EBITDA CAGR specified in Section 3(b) of Exhibit “A” is not achieved, then such portion of the Award that otherwise would have vested in accordance with Section 3(b)(i) as of the Second Vesting Date (the “Unvested Second Vesting Date Performance Units”) and such portion of the Unvested First Vesting Date Performance Units, if applicable, that otherwise would have vested in accordance with Section 3(b)(ii) as of the Second Vesting Date shall be eligible to vest on the Third Vesting Date in accordance with Section 3(c)(iv) and Section 3(c)(v), as applicable. (c) Subject to the terms and conditions specified on Exhibit “A” (including the requirements for achieving a certain EBITDA CAGR), the following Performance Units granted under the Award shall vest on January 1, 2015 (the first anniversary “Third Vesting Date,” and together with the First Vesting Date and the Second Vesting Date, the “Vesting Dates”) as long as Employee remains continuously employed by the Company or its Affiliates through the Third Vesting Date: (i) 50% of the Grant DatePerformance Units granted under the Award that have a 2012 Unit Value, subject to Participant’s continuous service as an employee and/or member described in Section 2(a) (or 16 2/3% of the Board through such date; and total Performance Units granted under the Award); (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of Performance Units granted under the Award occur prior to the one year anniversary of Gxxxx Datethat have a 2013 Unit Value, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(dSection 2(b) (or 16 2/3% of the total Performance Units granted under the Award); (iii) 100% of the Performance Units granted under the Award that have a 2014 Unit Value, including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined described in Section 22(e2(c) (or 33 1/3% of the Codetotal Performance Units granted under the Award), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms.; (civ) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Boardif applicable, the AwardUnvested First Vesting Date Performance Units; and (v) if applicable, to the extent unvested, will be forfeited, whether or not Participant remains on the BoardUnvested Second Vesting Date Performance Units. (d) In accordance with The provisions of Section 2 and subject to this Section 15 of the Plan, 3 are illustrated in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Plan. (e) For purposes of this Agreement, the term Exhibit “B.”

Vesting. The RSUs will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.”will be immediately transferable thereafter (and, in any event, within 70 days thereafter). Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) upon the occurrence of any of the following events: (a) Participantthe Employee’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or death; (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of ParticipantEmployee’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms.Disability; (c) If Participant voluntarily resigns a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as Chief Executive Officer of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to December 31the Expiration Date of the Employee’s Award, 2024 without this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a new non-interim Chief Executive Officer having been appointed Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the Boardsuccessor corporation, preserving the Award, terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the extent unvestedparticipants as those existing as of the effective date of the Change in Control and that otherwise comply with, will and do not result in a violation of, Section 409A of the Code, which replacement shall be forfeited, whether or not Participant remains on subject to the Board.Compensation Committee’s approval; or (d) In accordance with and subject to Section 15 an involuntary Termination of Employment of the Plan, in Employee’s employment by the event Participant is involuntarily terminated Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the PlanCompany occurs. All RSUs will be forfeited upon termination of the Employee’s employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company upon or after attaining age 62 and 5 Years of Service. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested Subject to the terms of the Plan and are no longer subject to forfeiture are referred to herein this Agreement, the RSUs shall vest as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.”follows: (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% one-fourth of the Award RSUs ([●] units) shall vest on the first anniversary of the Grant Date[●], subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% one-fourth of the Award RSUs ([●] units) shall vest on the earlier second anniversary of either [●], (aiii) January 3, 2026, subject to Participant’s continuous service as an employee and/or member one-fourth of the Board through such employment date or RSUs (b[●] units) shall vest on the start third anniversary of employment of a new non[●], and (iv) one-interim Chief Executive Officer, but in no instance shall any vesting fourth of the Award occur prior to RSUs ([●] units) shall vest on the one year fourth anniversary of Gxxxx Date, [●] (each of (i) and (ii)such anniversary, a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”); provided, in each case, that the Participant has not incurred a termination of employment prior to such date, except as provided in Section 2(b) or 2(c) below. (b) If Participant is terminated as Chief Executive Officer and In the event of a termination of the Participant’s employment as a member result of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability Disability (as such term is defined in Section 22(e) the Employment Agreement), a pro rata portion of the CodeParticipant’s unvested RSUs shall automatically vest, determined by multiplying the total number of RSUs awarded hereunder by a fraction, the numerator of which is the number of whole months elapsed from the Grant Date until the date of such termination, and the denominator of which is 48 (reduced by the number of RSUs that had vested prior to such termination date), then and the Award remainder of such RSUs shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its termsbe forfeited. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without In the event of a new non-interim Chief Executive Officer having been appointed termination of the Participant’s employment by the BoardCompany without Cause or by the Participant for Good Reason (each as defined in the Employment Agreement), all unvested RSUs granted hereunder shall automatically vest as of the Awarddate of the Participant’s termination of employment, to provided, however, that the extent unvestedParticipant has timely executed, will be forfeitedand not revoked, whether or not Participant remains on a fully effective release of claims in accordance with the Boardterms of the Employment Agreement. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration Except as provided in Section 15(c2(b) of or 2(c), there shall be no proportionate or partial vesting in the Planperiods prior to the applicable Vesting Dates and all vesting shall occur only on the appropriate Vesting Date. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant Subject to the terms and conditions of this Agreement. The Award shall become vested in accordance with , the following schedule: (i) 50% of the Award Performance Shares shall vest on March 2, 2008. For the first anniversary Performance Shares to vest, the Company must pay to its shareholders a dividend of at least $.95 per share in each fiscal quarter during the period commencing on the Date of Grant and ending on December 31, 2007 (the “Threshold Requirement”), unless the Company’s Board of Directors specifically approves the noncancellation of the Performance Shares upon the declaration of a quarterly dividend of less than $.95 per share. In the event the Company fails to pay its shareholders a dividend of at least $.95 per share in any fiscal quarter during the period from the Date of Grant Dateand ending on December 31, subject to Participant2007, and the Company’s continuous service as an employee and/or member Board of Directors does not approve the noncancellation of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” andPerformance Shares, the Vesting Dates together, the “Vesting Period”)Performance Shares shall be cancelled. (b) If Participant is terminated as Chief Executive Officer and as a member Notwithstanding anything in Section 3(a) of this Agreement to the Board without Cause other than as described contrary, in Paragraph 2(d)the event of (i) the Grantee’s death, including non-renomination or non-reelection of Participant(ii) the Grantee’s Board position or due to Participant’s death or disability Permanent Disability (as such term is defined in Section 22(ethe Company’s Long-Term Disability Plan), or (iii) a Change of Control, 100% of the Code)Performance Shares not previously cancelled due to the Company’s failure to meet the Threshold Requirement, then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its termsvest. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, Notwithstanding anything in Section 3(a) of this Agreement to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plancontrary, in the event Participant is involuntarily terminated within twenty-four of (24i) months following a Change in Control the Grantee’s involuntary Termination of Employment without Cause (as such terms are defined in Section 4 of this Agreement), or (ii) the PlanGrantee’s Retirement (as such term is defined below), the Award number of Performance Shares that will vest, if not previously cancelled due to the Company’s failure to meet the Threshold Requirement, shall be subject equal to acceleration as provided in Section 15(cthe product of (x) the original number of Performance Shares granted to the Grantee under this Agreement and (y) a fraction, the numerator of which shall be the number of whole or partial months between the Date of Grant and the date of the Plan. (e) Grantee’s Termination of Employment, and the denominator of which shall be 36. For purposes of this Agreement, the term “Retirement” shall mean an employee’s voluntary Termination of Employment on or after his or her 65th birthday, or on or after his or her 55th birthday with 10 or more years of service with the Company or a subsidiary of the Company.

Vesting. The term “vest” as used herein with respect to any share of Restricted Stock Units awarded hereunder that have vested and are no longer subject means the lapsing of the restrictions described herein with respect to forfeiture are referred to herein such share. Unless earlier terminated, forfeited, relinquished or expired, the Restricted Stock shall vest as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.”follows: (a) Participant’s Stock Units Twelve and rights in and to the Common Stock subject to the Stock Units shall not be vested as a half percent (12.5%) of the Grant Date Restricted Stock shall vest beginning on the last day of the fiscal quarter of the Company (each, a “Fiscal Quarter”) in which the grant is made and shall be forfeitable unless and until otherwise vested on each subsequent Fiscal Quarter-end of the Company, provided that, through each such vesting date, (i) the Grantee has remained in continuous Employment either (x) as interim Chief Executive Officer pursuant to the terms offer letter agreement between the Grantee, Michaels Stores, Inc. and the Company, made and entered into as of this Agreement. The Award shall become vested in accordance with February 28, 2019 (the following schedule: “Offer Letter”), or (iy) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous through his service as an employee and/or a member of the Board through such date; Company’s board of directors (the “Board”) (each of clauses (x) and (y), “Qualifying Service”) and (ii) 50% of has not breached the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but covenants set forth in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”)Section 11 herein. (b) If Participant is terminated In the event (i) the Grantee’s Employment as interim Chief Executive Officer and as pursuant to the Offer Letter is terminated by the Company without Cause prior to the appointment of a member new Chief Executive Officer of the Company, (ii) the Grantee’s service on the Board is terminated without Cause, or (iii) the Grantee is not re-elected to the Board and circumstances constituting Cause other than as described in Paragraph 2(ddo not exist (each of clauses (i), including non(ii), and (iii), a “Qualifying Termination”): (x) if such Qualifying Termination occurs before [current quarter end date], a pro-renomination or non-reelection rata portion of Participant’s Board position or due to Participant’s death or disability the initial twelve and a half percent (as such term is defined in Section 22(e12.5%) of the CodeRestricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service in the current Fiscal Quarter), then will vest in full on the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor date of the Company Grantee’s Qualifying Termination and its Subsidiaries 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 release becoming effective and irrevocable in accordance with its terms.Qualifying Termination occurs on or after [current quarter end date], any unvested shares of Restricted Stock that are outstanding as of immediately prior to the (c) If Participant voluntarily resigns 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 [current quarter end date], a pro-rata portion of the initial twelve and a half percent (12.5%) of the Restricted Stock (based on the number of days the Grantee has provided Qualifying Service in the current Fiscal Quarter), will remain outstanding and eligible to vest according to its original vesting schedule set forth in Section 3(a) and the remainder of the Restricted Stock will be forfeited on the date of Grantee’s Non-Qualifying Termination; and (y) if such Qualifying Termination occurs on or after [current quarter end date], any unvested shares of Restricted Stock that are outstanding as Chief Executive Officer of immediately prior to December 31the Non-Qualifying Termination, 2024 without a new non-interim Chief Executive Officer having been appointed by will vest according to the Boardoriginal 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 Award, to Grantee will immediately forfeit the extent unvested, will be forfeited, whether or not Participant remains on unvested portion of the BoardRestricted 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 and subject to Section 15 7(a)(i) of the Plan, in Plan (the event Participant “Rollover Award”) and (ii) the Grantee’s Employment is involuntarily terminated by the Company (or its successor) without Cause within twenty-four the twelve (2412) months following a the Change in Control (as defined in the Plan)of Control, the Rollover Award shall be subject to acceleration as provided the extent still outstanding will vest in Section 15(c) full on the date of the PlanGrantee’s termination of Employment. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and Subject to the Common Stock subject other provisions of this Paragraph 2, the Performance Units shall vest as of December 31, [ ] (the “Service Date”) to the Stock extent determined by the Committee based on the attached Exhibit A. Any Performance Units that do not vest due to failure to fully satisfy the applicable performance goal(s) or service condition(s) shall be forfeited and the Grantee shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant have any further rights with respect to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”)those Performance Units. (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of ParticipantGrantee’s Board position or service with the Employer ceases prior to the Service Date due to Participantthe Grantee’s death or disability “total disability” (as such term is defined below), the Grantee shall become vested in Section 22(e) a pro-rata portion of the CodePerformance Units. The pro-rata portion shall be determined by multiplying (i) the Target Award by (ii) a fraction, (A) the numerator of which is the number of days of continuous service performed by the Grantee for the Employer during the period beginning January 1, [ ] and ending on the Service Date (the “Performance Period”), then and (B) the Award denominator of which is [the number of calendar days in the Performance Period]. Any Performance Units that do not vest in connection with such death or total disability shall become immediately vested, contingent upon Participant executing a general release of claims in favor be forfeited as of the Company date the Grantee’s service ceases and its Subsidiaries and such release becoming effective and irrevocable in accordance the Grantee shall not have any further rights with its termsrespect to those Performance Units. (c) If Participant voluntarily resigns as Chief Executive Officer the Grantee’s service with the Employer ceases prior to December 31, 2024 without the Service Date due to (i) a new non-interim Chief Executive Officer having been appointed termination by the BoardEmployer without “cause” (as defined below), or (ii) a resignation by the AwardGrantee with “good reason” (as defined below), then the Grantee shall become vested as of the Service Date in a number of Performance Units determined by multiplying (A) the number of Performance Units that would otherwise have then vested under Paragraph 2(a) above (but for the cessation of the Grantee’s service), by (B) a fraction, (1) the numerator of which is the number of days of continuous service performed by the Grantee for the Employer during the Performance Period, and (2) the denominator of which is [the number of calendar days in the Performance Period], subject to the extent unvested, Grantee’s execution and delivery of a general release of claims against the Company and its affiliates in a form prescribed by the Company and subject further to that release becoming irrevocable within 45 days following the Grantee’s cessation of service. Any Performance Units that cannot vest because of the pro-ration described above will be forfeited, whether or forfeited as of the date the Grantee’s service ceases and the Grantee shall not Participant remains on have any further rights with respect to those Performance Units. Any Performance Units that do not vest because of the Boardfailure to fully satisfy the applicable performance goal(s) shall be forfeited as of the Service Date and the Grantee shall not have any further rights with respect to those Performance Units. (d) In accordance If prior to the Service Date the Grantee’s employment or service with the Employer ceases for any reason other than those described in Paragraphs 2(b) or 2(c) above, or if the Grantee’s service is terminated by the Employer for cause (or due to a resignation by the Grantee in anticipation of a termination for cause) after the Service Date and subject to Section 15 of before the Planpayment date described below in Paragraph 3, in all the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award Performance Units shall be subject immediately forfeited and the Grantee shall not have any further rights with respect to acceleration as provided in Section 15(c) of the Planthis Grant. (e) For purposes of this Agreement, the term “:

Vesting. The RSUs will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.”will be immediately transferable thereafter (and, in any event, within 70 days thereafter). Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) upon the occurrence of any of the following events: (a) Participantthe Employee’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or death; (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of ParticipantEmployee’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms.Disability; (c) If Participant voluntarily resigns a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as Chief Executive Officer of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to December 31the Expiration Date of the Employee’s Award, 2024 without this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a new non-interim Chief Executive Officer having been appointed Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the Boardsuccessor corporation, preserving the Award, terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the extent unvestedparticipants as those existing as of the effective date of the Change in Control and that otherwise comply with, will and do not result in a violation of, Section 409A of the Code, which replacement shall be forfeited, whether or not Participant remains on subject to the Board.Compensation Committee’s approval; or (d) In accordance with and subject to Section 15 an involuntary Termination of Employment of the Plan, in Employee’s employment by the event Participant is involuntarily terminated Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the PlanCompany occurs. All RSUs will be forfeited upon termination of the Employee’s employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company upon or after attaining age 62 and 10 Years of Service. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and The Tranche 1 Option shall vest (the “Tranche 1 Vesting Date”) with respect to one hundred percent (100%) of the Common Stock Shares subject to the Stock Units Tranche 1 Option upon Xxxx (as defined below) receiving cash proceeds in return on its Invested Capital (whether such cash derives from interest payments, debt repayment, dividends, distributions, sale of equity or otherwise) in the Company and its subsidiaries which cash proceeds equal no less than one times its Invested Capital (as defined below) plus a four percent (4%) annual return on such Invested Capital, compounded annually (the “Tranche 1 Return”) and subject to the Participant's continued employment in good standing with the Company on the Tranche 1 Vesting Date. Notwithstanding the foregoing and the failure of Xxxx to have achieved the Tranche 1 Return, the Tranche 1 Option shall not be vested as vest with respect to ten percent (10%) of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% of the Award shall vest Tranche 1 Option on the first anniversary of the Grant DateDate and with respect to 2.5% of the Tranche 1 Option at the end of each of the next eight quarters thereafter through the third anniversary of the Grant Date (for an aggregate of 30% of the Tranche 1 Options), subject to the Participant’s continuous service as an employee and/or member of 's continued employment in good standing with the Board through Company on each such vesting date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of The Tranche 2 Option shall vest (the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due “Tranche 2 Vesting Date”) with respect to Participant’s death or disability one hundred percent (as such term is defined in Section 22(e100%) of the Code)Shares subject to the Tranche 2 Option upon Xxxx receiving cash proceeds in return on its Invested Capital (whether such cash derives from interest payments, then the Award shall become immediately vesteddebt repayment, contingent upon Participant executing a general release dividends, distributions, sale of claims equity or otherwise) in favor of the Company and its Subsidiaries subsidiaries which cash proceeds equal no less than two times its Invested Capital plus a four percent (4%) annual return on such Invested Capital, compounded annually and such release becoming effective and irrevocable subject to the Participant's continued employment in accordance good standing with its termsthe Company on the Tranche 2 Vesting Date. (c) If Participant voluntarily resigns as Chief Executive Officer prior The Tranche 3 Option shall vest (the “Tranche 3 Vesting Date”) with respect to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by one hundred percent (100%) of the Board, the Award, Shares subject to the extent unvestedTranche 3 Option upon Xxxx receiving cash proceeds in return on its Invested Capital (whether such cash derives from interest payments, will be forfeiteddebt repayment, whether dividends, distributions, sale of equity or not Participant remains otherwise) in the Company and its subsidiaries which cash proceeds equal no less than three times its Invested Capital plus a four percent (4%) annual return on such Invested Capital, compounded annually and subject to the Participant's continued employment in good standing with the Company on the BoardTranche 3 Vesting Date. (d) In accordance The Tranche 4 Option shall vest (the “Tranche 4 Vesting Date”) with respect to one hundred percent (100%) of the Shares subject to the Tranche 4 Option upon Xxxx receiving cash proceeds in return on its Invested Capital (whether such cash derives from interest payments, debt repayment, dividends, distributions, sale of equity or otherwise) in the Company and its subsidiaries which cash proceeds equal no less than four times its Invested Capital plus a four percent (4%) annual return on such Invested Capital, compounded annually and subject to Section 15 of the Plan, Participant's continued employment in good standing with the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in Company on the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the PlanTranche 4 Vesting Date. (e) For purposes of this AgreementAt any time, the term “portion of the Option, which has become vested and exercisable as described above, is hereinafter referred to as the "Vested Portion". (f) If the Participant's employment with the Company is terminated for any reason, the Option shall, to the extent not then vested, be canceled by the Company without consideration and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a).

Vesting. Stock Units awarded hereunder that have vested and are no longer subject Subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights Section 5, the restrictions set forth in and Section 3 on the Share Award shall lapse with respect to the following portion of Common Stock Shares and related dividends subject to the Stock Units shall not be vested Share Award as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedulefollows: (i) 50% one half (1/2) on the Date of the Award shall vest Xxxxx; (ii) one sixth (1/6) on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member Date of Xxxxx; (iii) one sixth (1/6) on the second anniversary of the Board through such date; Date of Xxxxx and (iiiv) 50% one sixth (1/6) on the third anniversary of the Award shall vest on Date of Grant. Notwithstanding the earlier of either foregoing, (a) January 3, 2026, subject to Participant’s continuous if Participant resigns from service as an employee and/or member a Non-Employee Trustee of the Board through Company during the Restriction Period following a Change of Control, the restrictions on the unvested Share Award shall lapse as of the date of such employment date or resignation and (b) if Participant’s service relationship with the start Company and all Subsidiaries terminates during the Restriction Period as a result of employment of a new non-interim Chief Executive Officerdeath or Disability, but in no instance the restrictions on the unvested Share Award shall any vesting lapse as of the date of such termination. The date on which the restrictions lapse for a particular portion of the Share Award occur prior and related dividends shall be the Vesting Date for such portion. If the foregoing vesting schedule would produce fractional Common Shares, the number of Common Shares that are vested shall be rounded down to the one year anniversary of Gxxxx Datenearest whole Common Share; provided, (each of (i) and (ii)however, a “Vesting Date” andthat on the final vesting date, the Vesting Dates together, number of Common Shares vesting shall be adjusted to the “Vesting Period”). extent necessary so that one hundred percent (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e100%) of the Code), then the Share Award shall become immediately have vested. On or before the thirtieth (30th) day following each Vesting Date, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior will direct the Transfer Agent to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by note that the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains restrictions on the Board. (d) In accordance with and applicable Common Shares subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the this Share Award shall be subject to acceleration as provided in Section 15(c) of the Plan. (e) For purposes arising out of this Agreement, the term “Share Award have lapsed.

Vesting. Stock Units awarded hereunder that have vested and are no longer subject The Share Units, if any, credited to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights your Account in and to the Common Stock accordance with Section 1 above shall be subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following vesting schedule: : (i) 50% One-third of the Award Share Units shall vest on each of the following dates (subject to such rounding conventions as may be implemented from time to time by Teradata’s third party Plan administrator): (A) the Crediting Date, (B) the first anniversary of the Grant Crediting Date, subject to Participant’s continuous service as an employee and/or member and (C) the second anniversary of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, Crediting Date (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”), provided that you are continuously employed by Teradata until the applicable Vesting Date. (bii) If Participant is terminated as Chief Executive Officer and as a member you cease to be employed by Teradata due to (A) your death, or (B) your Disability (defined by reference to Teradata’s long-term disability plan that covers you), in either case after the end of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due Performance Period but prior to Participant’s death or disability (as such term is defined in Section 22(e) of the Code)a Vesting Date, then the Award Share Units shall become immediately vested, contingent fully vested upon Participant executing such termination. (iii) If you cease to be employed by Teradata prior to a general release Change in Control due to (A) your Retirement (defined as termination by you of claims in favor your employment with Teradata at or after age 55 with the consent of the Company Committee); or (B) a reduction-in-force, in either case after the end of the Performance Period but prior to a Vesting Date, then a portion of the Share Units credited to your Account that have not yet vested shall become fully vested upon such termination, determined by multiplying (I) the number of unvested Share Units credited to your Account on the date of termination that would have vested on the next Vesting Date had you remained employed with Teradata through such date, by (II) a fraction, the numerator of which is the number of full and its Subsidiaries partial months of employment you completed commencing with the Vesting Date that occurred immediately prior to your termination, and the denominator of which is 12 months (subject to such release becoming effective rounding conventions as may be implemented from time-to-time by Teradata’s third party Plan administrator); provided that if your termination occurs during the period commencing immediately after the end of the Performance Period but prior to the Crediting Date, the fraction described above shall be deemed to be 12/12. For purposes of determining any pro rata vesting of your Share Units, your period of employment with Teradata shall not include any leave of absence, other than an approved leave of absence from which Teradata reasonably expects that you will return to perform services for Teradata. The remaining number of Share Units shall be forfeited without further action or notice. (iv) If a Change in Control occurs after the end of the Performance Period and irrevocable prior to a Vesting Date, and the Share Units are not assumed, converted or replaced by the continuing entity, then the Share Units shall vest upon the Change in Control. (v) If a Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Share Units are assumed, converted or replaced by the continuing entity, then the Share Units shall continue to vest in accordance with its terms. Section 3(a)(i); provided, however, that if you cease to be employed by Teradata due to (cA) If Participant voluntarily resigns as Chief Executive Officer prior to December 31termination of your employment by Teradata without Cause, 2024 without (B) termination of your employment with Teradata on account of death, Disability, Retirement, or a new nonreduction-interim Chief Executive Officer having been appointed by in-force, or (C) if you are a participant in the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Teradata Change in Control Severance Plan, a Teradata Severance Policy or a similar arrangement that defines “Good Reason” in the event Participant is involuntarily terminated within twenty-four (24) months context of a resignation following a Change in Control (a “CIC Plan”), termination of your employment with Teradata for “Good Reason” as defined in the Plan)CIC Plan within the two-year period commencing on the Change in Control, then the Award Share Units credited to your Account that have not yet vested shall be subject to acceleration as provided vest in Section 15(c) of the Planfull upon such termination. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested Subject to the terms of the Plan and are no longer subject to forfeiture are referred to herein this Agreement, the Restricted Shares shall vest as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.”follows: (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units Restricted Shares shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedulevest [FOR ONE-TIME AWARD MADE TO ALL DIRECTORS IN CONNECTION WITH LISTING: (i) 50% of the Award shall vest one-third (1/3) on the first anniversary of [___] (the Grant “Vesting Date”), subject to Participant’s continuous service as an employee and/or member (ii) one-third (1/3) on the second anniversary of the Board through Vesting Date and (iii) one-third (1/3) on the third anniversary of the Vesting Date; provided, in each case, that the Participant has not incurred a Termination of his or her position as a Director prior to the applicable Vesting Dates; provided, further, that there shall be no proportionate or partial vesting in the periods prior to the applicable vesting dates] [FOR ANNUAL AWARDS MADE TO ALL INDEPENDENT DIRECTORS: on the first anniversary of [___] (the “Vesting Date”); provided, that the Participant has not incurred a Termination of his or her position as a Director prior to such date; and (ii) 50% of provided, further, that there shall be no proportionate or partial vesting in the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur periods prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”)]. (b) If Participant is terminated One hundred percent (100%) of any unvested Restricted Shares shall automatically vest upon the occurrence of an Acceleration Event (as Chief Executive Officer and as a member defined below). For purposes of this Agreement, an “Acceleration Event” shall mean the first to occur of any of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability following: (as such term is defined in Section 22(ei) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in of Control (as defined in the Plan); or (ii) the Participant incurs a Termination of his or her position as a Director of the Company pursuant to a Without Cause Termination (as defined below); provided, that, in the case of the Acceleration Events described in clause (i) above, the Award shall be subject to acceleration Participant has not incurred a Termination as provided described in Section 15(cclause (ii) of the Planabove. (e) For purposes of this Agreement, the term “

Vesting. Stock Awarded Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise become vested pursuant to the terms of this Agreement. The Award shall become vested Section 3 are collectively referred to herein as “Vested RSUs.” All other Awarded Units are collectively referred to herein as “Unvested RSUs.” a. Except as specifically provided in accordance with this Agreement and subject to certain restrictions and conditions set forth in the following schedule: Plan, one hundred percent (i100%) 50% of the Award total Awarded Units shall vest on December 1, 2015 and become Vested RSUs, provided the Participant is a Contractor providing services to the Company or a Subsidiary on that date. Notwithstanding the foregoing, upon the occurrence of (A) a Qualified Transaction Date, (B) a Change in Control, (C) a Termination of Service due to death or Total and Permanent Disability, or (D) Termination of Service without Due Cause, all Unvested RSUs shall immediately become Vested RSUs. a. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Units shall be vested as follows: i. _____________percent (___%) of the total Awarded Units shall vest on the first anniversary of the Date of Grant Dateand become Vested RSUs, subject to Participant’s continuous service as an employee and/or member provided the Participant is employed by (or if the Participant is a Contractor, is providing services to) the Company or a Subsidiary on that date. ii. _____________percent (___%) of the Board through such date; and (ii) 50% of the Award total Awarded Units shall vest on the earlier second anniversary of either the Date of Grant and become Vested RSUs, provided the Participant is employed by (aor if the Participant is a Contractor, is providing services to) January 3the Company or a Subsidiary on that date. iii. _____________percent (___%) of the total Awarded Units shall vest on the third anniversary of the Date of Grant and become Vested RSUs, 2026provided the Participant is employed by (or if the Participant is a Contractor, is providing services to) the Company or a Subsidiary on that date. iv. _____________percent (___%) of the total Awarded Units shall vest on the fourth anniversary of the Date of Grant and become Vested RSUs, provided the Participant is employed by (or if the Participant is a Contractor, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, upon the occurrence of [(A) a Change in Control, (B) a Termination of Service due to death or Total and Permanent Disability, or (C) Termination of Service without Due Cause], all Unvested RSUs shall immediately become Vested RSUs.] b. Within thirty (30) days following the close of the calendar quarter in which the Awarded Units vest in accordance with Section 3.a. above, the Company shall convert the Vested RSUs into the number of whole shares of Common Stock equal to the number of Vested RSUs, subject to the provisions of the Plan and this Agreement and shall issue certificates for the number of shares of Common Stock equal to the Vested RSUs in the Participant’s continuous service as an employee and/or member name. Notwithstanding the immediately preceding sentence, in the case of a distribution on account of the Board through such employment date or (b) the start Participant’s Termination of employment Service, other than death, distribution on behalf of a new non-interim Chief Executive Officer, but “specified employee,” as defined in no instance shall any vesting Section 409A of the Award Code, shall not occur prior to until the one year anniversary of Gxxxx Date, (each date which is earlier of (i) and six (ii), a 6) months following the date of said employee’s “Vesting Dateseparation from service” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in the Treasury Regulations promulgated under Section 22(e) 409A of the Code and any other guidance issued under Section 409A of the Code); or (ii) the date of said employee’s death. From and after the date of receipt of such shares, then the Award Participant or the Participant’s estate, personal representative or beneficiary, as the case may be, shall become immediately vested, contingent upon Participant executing a general release have full rights of claims in favor of the Company transfer or resale with respect to such stock subject to applicable state and its Subsidiaries and such release becoming effective and irrevocable in accordance with its termsfederal regulations. (c) If Participant voluntarily resigns c. Except as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as otherwise provided in Section 15(c) 3.a. above, upon the Participant’s Termination of Service for any other reason whatsoever, the Participant shall be deemed to have forfeited all of the PlanParticipant’s Unvested RSUs. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Unvested RSUs shall cease and terminate, without any further obligations on the part of the Company. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested and are no longer Unless the Committee otherwise determines in its sole discretion, subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested earlier vesting in accordance with Section 6 of this Agreement or Section 13.1(b) of the Plan and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms last paragraph of this Agreement. The Award Section 5, the Restricted Share Units shall become vested in accordance with the following schedule: schedule (ieach date specified below being a Vesting Date): (a) 50On the Initial Vesting Date, 33% of the Award Restricted Share Units shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”).become vested; (b) If Participant is terminated as Chief Executive Officer and as a member On the Corresponding Day in the twelfth (12th) month following the Initial Vesting Date, an additional 33% of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award Restricted Share Units shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms.; and (c) If Participant voluntarily resigns as Chief Executive Officer prior On the Corresponding Day in the twenty-fourth (24th) month following the Initial Vesting Date, 100% of the Restricted Share Units shall become vested. [Please refer to December 31the website of the Third Party Administrator, 2024 without a new non-interim Chief Executive Officer having been appointed by Solium Capital LLC (Shareworks), which maintains the Boarddatabase for the Plan and provides related services, for the Awardspecific Vesting Dates related to the Restricted Share Units (click on the specific grant ID under the tab labeled “Portfolio – Stock Options and Awards”).] On each Vesting Date, and upon the satisfaction of any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Restricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent unvested, will be forfeited, whether or not Participant remains on that the Board. (d) In Restricted Share Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing, the Grantee will not vest, pursuant to this Section 5, in Restricted Share Units as to which the Grantee would otherwise vest as of a given date if his or her Termination of Service or a breach of any applicable restrictions, terms or conditions with respect to such Restricted Share Units has occurred at any time after the Grant Date and subject prior to such Vesting Date (the vesting or forfeiture of such Restricted Share Units to be governed instead by Section 15 of the Plan6). In addition, in the event Participant the Grantee is involuntarily terminated within twenty-four suspended (24with or without compensation) months following or is otherwise not in good standing with the Company or any Subsidiary as determined by the Company’s General Counsel due to an alleged violation of the Company’s Code of Business Conduct, applicable law or other misconduct (a Change in Control (as defined in the Plan“Suspension Event”), the Award shall be subject Company has the right to acceleration as provided in Section 15(c) suspend the vesting of the Plan. Restricted Share Units until the day after the Company (eas determined by the General Counsel or his/her designee) For purposes has determined (x) the suspension is lifted or (y) the Company determines lack of good standing has been cured (each, the “Recovery Date”). If the Suspension Event has occurred and prior to the Recovery Date, the Grantee dies, is disabled or is terminated without Cause, then the provisions of this AgreementSection 5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to Retirement) or is terminated for Cause prior to the Recovery Date then the unvested Restricted Share Units will be terminated without any further vesting after the date of the Suspension Event, unless otherwise agreed by the term “Company.

Vesting. The Restricted Stock Units awarded hereunder that have vested shall vest in installments, and are no longer subject the right to forfeiture are referred receive shares of Common Stock pursuant to herein as “Vested Units.” the Restricted Stock Units awarded hereunder that are not vested shall be based upon the Grantee’s “Continuous Service” (as defined below) to the Company and remain subject to forfeiture are referred to herein the achievement by the Company of the performance milestones set forth below. The Restricted Stock Units shall vest as “Unvested Units.”follows: (a) Participant’s Stock Units and rights in and to If the Common Stock subject to Company achieves all of the performance objectives set forth on Exhibit A attached hereto for the twelve month period ending December 31, 2015, then eighty percent (80%) of the Restricted Stock Units shall not be vested vest effective as of December 31, 2015, provided that the Grant Date and Grantee shall be forfeitable unless and until otherwise vested pursuant have provided Continuous Service to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% of the Award shall vest on the first anniversary of the Grant DateCompany through December 31, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”)2015. (b) If Participant the Company achieves all of the performance objectives set forth on Exhibit A attached hereto for the twelve month period ending December 31, 2016, then one hundred percent (100%) of the remaining unvested Restricted Stock Units shall vest effective as of December 31, 2016, provided that the Grantee shall have provided Continuous Service to the Company through December 31, 2016. (c) No additional Restricted Stock Units shall vest after the date of termination of Optionee’s “Continuous Service” (as defined below). (d) As used herein, the term “Continuous Service” means (i) employment by either the Company or any parent or subsidiary corporation of the Company, or by any successor entity following a Change in Control, which is terminated as Chief Executive Officer and uninterrupted except for vacations, illness, or leaves of absence which are approved in writing by the Company or any of such other employer corporations, if applicable, or (ii) service as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor Directors of the Company until Xxxxxxx resigns, is removed from office, or Grantee’s term of office expires and its Subsidiaries and such release becoming effective and irrevocable he or she is not reelected. The Grantee’s Continuous Service shall not terminate merely because of a change in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, capacity in which the Award, Grantee renders service to the extent unvestedCompany or a corporation or subsidiary corporation described in clause (i) above. For example, a change in the Grantee’s status from an employee to a Non-Employee Director will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 constitute an interruption of the PlanGrantee’s Continuous Service, provided there is no interruption in the event Participant is involuntarily terminated within twenty-four (24) months following Grantee’s performance of such services. Notwithstanding the foregoing, for any employee of a Change in Control (as defined in subsidiary of the Plan)Company located outside the United States, the Award such employee’s Continuous Service shall be subject deemed terminated upon the commencement of such employee’s “garden leave period,” “notice period,” or other similar period where such employee is being compensated by such subsidiary but not actively providing service to acceleration as provided in Section 15(c) of the Plansuch subsidiary. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested Subject to the terms of the Plan and are no longer subject to forfeiture are referred to herein this Agreement, the RSUs shall vest as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.”follows: (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% one-third of the Award RSUs ([●] units) shall vest on the first anniversary of the Grant Date[●], subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% one-third of the Award RSUs ([●] units) shall vest on the earlier second anniversary of either [●], and (aiii) January 3, 2026, subject to Participant’s continuous service as an employee and/or member one-third of the Board through such employment date or RSUs (b[●] units) shall vest on the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year third anniversary of Gxxxx Date, [●] (each of (i) and (ii)such anniversary, a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”); provided, in each case, that the Participant has not incurred a termination of employment prior to such date, except as provided in Section 2(b) or 2(c) below. (b) If Participant is terminated as Chief Executive Officer and In the event of a termination of the Participant’s employment as a member result of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability Disability (as such term is defined in Section 22(e) the Employment Agreement), a pro rata portion of the CodeParticipant’s unvested RSUs shall automatically vest, determined by multiplying the total number of RSUs awarded hereunder by a fraction, the numerator of which is the number of whole months elapsed from the Grant Date until the date of such termination, and the denominator of which is 36 (reduced by the number of RSUs that had vested prior to such termination date), then and the Award remainder of such RSUs shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its termsbe forfeited. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without In the event of a new non-interim Chief Executive Officer having been appointed termination of the Participant’s employment by the BoardCompany without Cause or by the Participant for Good Reason (each as defined in the Employment Agreement), all unvested RSUs granted hereunder shall automatically vest as of the Awarddate of the Participant’s termination of employment, to provided, however, that the extent unvestedParticipant has timely executed, will be forfeitedand not revoked, whether or not Participant remains on a fully effective release of claims in accordance with the Boardterms of the Employment Agreement. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration Except as provided in Section 15(c2(b) of or 2(c), there shall be no proportionate or partial vesting in the Planperiods prior to the applicable Vesting Dates and all vesting shall occur only on the appropriate Vesting Date. (e) For purposes of this Agreement, the term “

Vesting. 4.1 The restrictions on the Restricted Stock Units awarded hereunder that have vested granted pursuant to this Agreement will expire and are no longer subject the Restricted Stock will become transferable, and nonforfeitable as to forfeiture are referred to herein as “Vested Units.” 15% of the Restricted Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and one-third of the remaining Restricted Stock on the first anniversary, and each subsequent anniversary, of the Grant Date, such that 100% of the shares of Restricted Stock shall be forfeitable unless and until vested on the three-year anniversary of the Grant Date; provided, however, that, except as otherwise vested pursuant provided in Section 4.2 of this Agreement or in the Employment Agreement between the parties dated as of December 31, 2015 (the “Employment Agreement”), the Restricted Stock will vest on such dates only if the Participant remains in the employ of or a service provider to the terms Company or its subsidiaries continuously from the Grant Date through the applicable vesting date. 4.2 Notwithstanding Section 4.1 of this Agreement. The Award shall become vested in accordance with the following schedule: , provided that (i) 50% the Participant remains in the employ of or a service provider to the Company or its subsidiaries continuously from the Grant Date until immediately prior to the occurrence of any of the Award events listed below and (ii) the Participant holds Restricted Stock granted pursuant to this Agreement at such time, then: 4.2.1 all shares of Restricted Stock shall automatically vest in full upon a Change in Control of the Company (as defined in the Employment Agreement); 4.2.2 all shares of Restricted Stock shall automatically vest in full upon a termination of the Participant’s employment by the Company without Cause (as defined in the Employment Agreement) or by the Participant for Good Reason (as defined in the Employment Agreement); or 4.2.3 a pro-rata portion of the Restricted Stock shall automatically vest upon the Participant’s termination of employment by reason of death or Disability (as defined in the Employment Agreement) with such pro-rata portion calculated by multiplying the number of shares of Restricted Stock scheduled to vest on the anniversary of the Grant Date immediately succeeding such termination of employment by a fraction, the numerator of which is the number of days that have elapsed from the last anniversary of the Grant Date (or if such termination of employment occurs prior to the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member then the number of days that have elapsed from the Board Grant Date) through the date of such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start termination of employment and the denominator of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award which shall be subject to acceleration as provided in Section 15(c) of the Plan365. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and With respect to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to PSUs that vest in accordance with the terms of this Agreement, the Grantee shall be entitled 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 Award Subject to Paragraphs 3 and 7 below, and further subject to satisfaction of the Performance Goals (as defined below), the Grantee shall become be issued such Share(s) with respect to the vested in accordance with PSUs within sixty (60) days following the following schedulelater of: (i) 50% 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 Award shall vest on the first anniversary 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, subject to Participant’s continuous service as an employee and/or member of the Board through such date”); and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new nonthree-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, the Date of Grant (each of (i) and (ii), a the “Time-Based Vesting Date” and”, and the later of the Time-Based Vesting Dates togetherDate and the Performance-Based Vesting Date, the “Vesting PeriodDate”). (b) If Participant is terminated as Chief Executive Officer and as a member , subject to the Grantee’s continuous employment by the Employer from the Date of Grant until the Board without Cause Vesting Date. All unvested PSUs will be forfeited for no consideration if the Grantee ceases to be employed by the Employer for any reason other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control Disability (as defined in the Planbelow), the Award shall be subject to acceleration death, Retirement (as defined below), or as expressly provided in Section 15(c) of the Plan. (e) For purposes Paragraph 7 of this Agreement, the term “.

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units The Award shall vest and rights in and to become unrestricted at the Common Stock subject to rate of one-fifth of the Stock Units shall not be vested as of Award per each vesting date, for the period commencing on the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to ending on May 10, 2010, provided that the terms of this Agreement. The Award shall become vested in accordance Participant is continuously employed with the following schedule: Company through each such vesting date for such Shares to vest, as shown immediately below (iexcept as otherwise provided herein) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and”): May 10, the Vesting Dates together2006 31,800 May 10, the “Vesting Period”).2007 31,800 May 10, 2008 31,800 May 10, 2009 31,800 May 10, 2010 31,800 (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following shall undergo a Change in Control (as defined in Section 10(a) of the PlanParticipant’s Employment Agreement with the Company dated June 29, 2005 (the “Employment Agreement”)), any then-unvested Shares shall then vest and become unrestricted if and to the Award extent that then-unvested Awards of Restricted Stock or Restricted Stock Units granted to other senior executives of the Company become vested thereupon. (c) If the Participant’s employment with the Company is terminated (i) by the Company without Cause (as defined in Section 7(c) of the Employment Agreement) or due to the Participant’s Disability (as defined in Section 7(a) of the Employment Agreement)), (ii) by the Participant for Good Reason (as defined in Section 7(e) of the Employment Agreement) or (iii) due to the Participant’s death, then any Shares of Restricted Stock unvested on the date of termination shall be subject to acceleration immediately fully vest and become unrestricted. (d) If the Participant’s employment with the Company terminates for any reason other than as provided in Section 15(c2(c) hereof, the portion of the PlanAward which is not vested as of the date of termination shall be forfeited by the Participant and such portion shall be cancelled by the Company. The Participant irrevocably grants to the Company the power of attorney to transfer any unvested Shares forfeited to the Company and agrees to execute any document required by the Company in connection with such forfeiture and transfer. (e) For purposes Upon the vesting of Shares of Restricted Stock pursuant to this AgreementSection 2, the term “all restrictions on such vested Shares shall lapse and such Shares shall become unrestricted and freely transferable.

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s The Restricted Stock Units and rights in and granted to the Common Stock Employee hereunder shall vest as follows, subject to Employee’s continuous employment with the Company or any of its Affiliates through the vesting date: (1) 1/4 (25%) of the Restricted Stock Units shall not be vested as vest on the date the Stock becomes Freely Tradable; (2) an additional 1/4 of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% of the Award Restricted Stock Units shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as date the Stock becomes Freely Tradable; (3) an employee and/or member additional 1/4 of the Board through such date; and (ii) 50% of the Award Restricted Stock Units shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member second anniversary of the Board through such employment date or the Stock becomes Freely Tradable; and (b4) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting remaining 1/4 of the Award occur prior to Restricted Stock Units shall vest on the one year third anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, date the “Vesting Period”)Stock becomes Freely Tradable. (b) An Employee’s Restricted Stock Units shall become 100% vested on the date of a Change in Control if Employee remains continuously employed by the Company or any of its Affiliates until the date of a Change in Control or if Employee has a Constructive Termination prior to the Change in Control. If Participant is terminated as Chief Executive Officer and as a member Change in Control occurs, the Company may elect to pay the Restricted Stock Units at the time specified in Section 2.3 in cash rather than issuing Stock to Employee. Such cash payment shall be equal to the fair value of the Board without Cause other than Stock on the date it would otherwise be issued, as described reflected by the transaction giving rise to a Change in Paragraph 2(d)Control, including non-renomination or non-reelection if such transaction is not a sale of Participant’s Board position or due to Participant’s death or disability (Stock, fair value as such term is defined determined in Section 22(e) of good faith by the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its termsCompany. (c) If Participant voluntarily resigns as Chief Executive Officer If, prior to December 31a Liquidity Event, 2024 an Employee has an involuntary termination of Employee’s employment with the Company due to death, disability, or without a new non-interim Chief Executive Officer having been appointed cause termination by the BoardCompany due to elimination of Employee’s position, (1) Employee’s Restricted Stock Units shall not be forfeited until the six-month anniversary of such death, the Awarddate Employee ceased performing services due to Disability, or the date of termination due to elimination of Employee’s position, and (2) if a Liquidity Event occurs prior to the extent unvestedexpiration of such six-month period, will be forfeited, whether or not Participant remains then on the Boarddate of the Liquidity Event, Employee shall vest in 1/4 of the Restricted Stock Units and Employee’s remaining unvested Restricted Stock Units shall be immediately forfeited and surrendered to the Company. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration Except as provided in Section 15(csubsections (a) through (c) above, Employee shall forfeit all of Employee’s unvested Restricted Stock Units upon termination of employment with the PlanCompany and its Affiliates. (e) For purposes Notwithstanding (a) through (c) above, in the event vesting in the Restricted Stock Units would cause compensation income to Employee within the meaning of this AgreementSection 280G of the Internal Revenue Code (as amended) that would cause the Company to lose any of its deduction for compensation paid to Employee, the term “number of Restricted Stock Units that shall vest shall be limited to the minimum number of Restricted Stock Units that can vest without any loss in the Company’s deduction under Section 280G, all as determined in good faith by the Company. The remainder of the Restricted Stock Units shall be forfeited, and such forfeiture shall be of the Restricted Stock Units that vest latest in time. Company hereby agrees to use reasonable efforts to obtain shareholder approval for vesting of the Restricted Stock Units so that such vesting does not cause compensation in excess of Code Section 280G.

Vesting. Your Restricted Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock shall be subject to the forfeiture and vesting provisions marked with an [X] below: i. [ ] All of the Restricted Stock Units shall not be vested are nonvested and forfeitable as of the Grant Date and shall Date. So long as you continue to be forfeitable unless and until otherwise vested pursuant a Service Provider through the applicable date upon which vesting is scheduled to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50occur, 33.33% of the Award shall Restricted Stock Units will vest and become nonforfeitable on the first each anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50that 100% of the Award shall vest Restricted Stock Units will be vested and nonforfeitable on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member 3rd anniversary of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting Grant Date. None of the Award occur prior Restricted Stock Units will become vested and nonforfeitable after you cease to be a Service Provider unless this Agreement provides to the one contrary. ii. [ ] All of the Restricted Stock Units are nonvested and forfeitable as of the Grant Date. So long as you continue to be a Service Provider through the applicable date upon which vesting is scheduled to occur, __% of the Restricted Stock Units will vest and become nonforfeitable on the __ year anniversary of Gxxxx the Grant Date, and the remaining __% of the Restricted Stock Units will vest and become nonforfeitable on the __ year anniversary of the Grant Date. None of the Restricted Stock Units will become vested and nonforfeitable after you cease to be a Service Provider unless this Agreement provides to the contrary. iii. [ ] All of the Restricted Stock Units are nonvested and forfeitable as of the Grant Date. So long as you continue to be a Service Provider through _______________________, _____ (each of (i) and (ii), a the “Vesting Date” and”), all of your Restricted Stock Units will vest and become nonforfeitable on the Vesting Date. None of the Restricted Stock Units will become vested and nonforfeitable after you cease to be a Service Provider unless this Agreement provides to the contrary. iv. [ ] Your Restricted Stock Units are nonvested and forfeitable as of the Grant Date. So long as you continue to be a Service Provider through the Certification Date, and subject to the applicable Performance Objectives being achieved during the Performance Period, your Restricted Stock Units will vest and become nonforfeitable on the Certification Date. None of the Restricted Stock Units will become vested and nonforfeitable after you cease to be a Service Provider unless this Agreement provides to the contrary. Not later than 60 days after the end of the Performance Period, the Vesting Dates togetherCommittee shall certify, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeitedwriting, whether or not Participant remains not, the Performance Objectives have been achieved. The date on which the Committee makes such certifications is referred to herein as the “Certification Date”. If the Committee certifies on the Board. (d) In accordance with and subject to Section 15 of Certification Date that the PlanPerformance Objectives have not been achieved, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award all Restricted Stock Units shall be subject to acceleration as provided in Section 15(c) of the Plan. (e) immediately forfeited for no consideration. For purposes of this Agreement, the term “Performance Period” shall be a period beginning on _______ and ending on ________. For purposes of this Agreement, the “Performance Objectives” are as follows: __________________________________________________________________________ v. [ ] ______________________________________________________________________________________________________________________________________________________

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the The Restricted Stock Units shall not be vested as vest in full on the first to occur of the Grant Date and shall following dates; provided the Grantee continues to be forfeitable unless and until otherwise vested pursuant to employed by, or provide service to, the terms of this Agreement. The Award shall become vested in accordance with Company through the following scheduleapplicable date: (i) 50% of the Award shall vest on the first second anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% the Grantee’s death; (iii) the Grantee’s Disability; (iv) the effective date of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date a Change in Control Event; or (bv) the start date determined in accordance with the provisions of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of Section 3(b) below (the Award occur prior applicable date is referred to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates togetheras, the “Vesting PeriodDate”). (b) If Participant is terminated as Chief Executive Officer Notwithstanding (a) above, the Grantee’s Employment Agreement with the Company sets forth certain terms and as a member conditions under which the Grantee’s equity or equity-based awards from the Company, including this Grant, may vest on an accelerated basis in the event the Grantee ceases to be employed by, or provide service to, the Company under various specified circumstances. The terms and provisions of the Board without Cause other than as described in Paragraph 2(d)Employment Agreement (including any conditions, including non-renomination restrictions or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) limitations governing the accelerated vesting of the Code)Restricted Stock Units as they apply to this Grant) are hereby incorporated by reference into this Agreement and shall have the same force and effect as if expressly set forth in this Agreement. However, then no such accelerated vesting shall occur if such accelerated vesting is prohibited by the Award shall become immediately vested, contingent upon Participant executing a general release terms of claims in favor Section 2 of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its termsthis Agreement. (c) If Participant voluntarily resigns as Chief Executive Officer a Change in Control Event occurs while the Grantee is employed by, or providing service to, the Company, the Restricted Stock Units subject to this Grant at the time of the Change in Control Event will vest immediately prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, closing of the Award, Change in Control Event. The shares subject to vested Restricted Stock Units shall be converted into the right to receive the same consideration per share of Company Stock payable to the extent unvestedother shareholders of the Company upon the consummation of the Change in Control Event and such consideration shall be distributed to the Grantee within fifteen (15) business days following the effective date of the Change in Control Event, will be forfeited, whether or not Participant remains on such later Repayment Date necessary to comply with the BoardTARP Regulations. (d) In accordance with and If the Grantee ceases to be employed by, or provide service to, the Company for any reason prior to vesting in one or more Restricted Stock Units subject to Section 15 this Grant, then the Grant will be immediately cancelled with respect to those unvested Restricted Stock Units, and the number of Restricted Stock Units will be reduced accordingly. The Grantee shall thereupon cease to have any right or entitlement to receive any shares with respect to those cancelled Restricted Stock Units. If the PlanGrantee ceases to be employed by, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan)or provide service to, the Award shall Company on account of a termination by the Company for Cause, then this Grant will be immediately cancelled with respect to all the Restricted Stock Units subject to acceleration as provided in Section 15(c) of such Grant, whether vested or unvested at the Plantime, and the Grantee shall thereupon cease to have any right or entitlement to receive any shares under this Grant and the cancelled Restricted Stock Units. (e) For purposes of this Agreement, the term “

Vesting. Subject to the Participant’s continued compliance with the provisions of Section 8 of the Employment Agreement, the Restricted Stock Units awarded granted hereunder that have vested will vest and are no longer subject become nonforfeitable with respect to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50100% of the Award shall vest on the first earliest to occur of the following dates (i) the third anniversary of the Grant Award Date, subject to Participant’s provided that the Participant remains in continuous service as an employee and/or member employment with the Company or one of the Board its Affiliates through such date; and , (ii) 50% of if the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of with the Company and its Subsidiaries Affiliates terminates before the third anniversary of the Award Date due to death, Disability, a termination by the Company for any reason other than for Cause, or a termination by the Participant for Good Reason, the first business day following the Release Deadline as provided in Section 4(a), Section 4(b), Section 4(c), or Section 5(b) of the Employment Agreement, as applicable; provided that the Participant has timely executed a Release and the period during which such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer Release may be revoked has expired prior to December 31the Release Deadline, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. and (diii) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following of a Change in Control (as defined in the Plan)Employment Agreement) that occurs prior to the third anniversary of the Award Date, the Award shall be subject to acceleration as date provided in Section 15(c5(a)(ii) of the PlanEmployment Agreement, subject to the conditions therein. The date on which the Restricted Stock Units become vested and non-forfeitable pursuant to this Section 2(a) is hereinafter referred to as the “Vesting Date. (e) ” For purposes of this Agreementclarity, if the Participant terminates his employment without Good Reason prior to the Vesting Date or the Company terminates the Participant’s employment for Cause, the term “Restricted Stock Units shall be forfeited immediately upon the Date of Termination and the Participant shall have no further rights with respect to such Restricted Stock Units.

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award Granted PBRSUs shall be subject to acceleration both a time-based vesting condition (the “Time-Based Condition”) and a performance-based vesting condition (the “Performance-Based Condition”), as provided in Section 15(c) described herein. None of the PlanGranted PBRSUs (or any portion thereof) shall be “vested” for purposes of this Agreement unless and until both the Time-Based Condition and the Performance- Based Condition for such Granted PBRSUs are satisfied. The number of Granted PBRSUs that become “vested” for purposes of this Agreement (which, for the sake of clarity and avoidance of doubt, may be less than the number of PBRSUs specified above as having been granted on the Grant Date) shall equal the number of the Granted PBRSUs that have satisfied the Performance-Based Condition for each Measurement Period as indicated below, so long as the Participant shall have also satisfied the Time-Based Condition as of the applicable Measurement Date. (ei) For purposes The Time-Based Condition shall be satisfied as to equal 1/3rd installments of this Agreementthe Granted PBRSUs on each of (A) _____ (the first full fiscal year Measurement Date), (B) _____ (the second full fiscal year Measurement Date), and (C) _____ (the third full fiscal year Measurement Date) (each, a “Time-Vesting Date”), in each case subject to the Participant not having ceased to perform services to the Company prior to such Time-Vesting Date. In the event of a Change of Control, and provided the Participant has not ceased to perform services to the Company through such Change of Control, the term Time-Based Condition shall be deemed satisfied with respect to all of the Granted PBRSUs. (ii) [Intentionally left blank] (iii) The maximum number of Granted PBRSUs that satisfy the Performance-Based Condition and thus become “vested” cannot exceed 100% of the Granted PBRSUs.

Vesting. Stock (a) Subject to the accelerated vesting provisions set forth in Section 3(b) or Section 3(c) below, the Units awarded hereunder that have vested shall vest, on a cumulative basis, with respect to 20% of the Units on ___________, ____ (the “First Vesting Date”) and are no longer subject as to forfeiture are an additional 20% on each succeeding anniversary of the First Vesting Date (the First Vesting Date and each succeeding anniversary thereof may each be referred to herein as “Vested Units.” Stock Units awarded hereunder that are not Vesting Date”), so as to be 100% vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% of the Award shall vest on the first fifth anniversary thereof, provided that Holder has not incurred a Termination of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur Service prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “respective Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant Notwithstanding the foregoing, if the Holder is terminated as Chief Executive Officer and as a member an employee of the Board Company or any Subsidiary on the Grant Date: 1. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s Termination of Service by the Company without Cause; 2. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s death prior to Termination of Service; and 3. If the Holder incurs a Termination of Service for any reason other than by the Company without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as death, all Units which have not vested at the time of such term is defined in termination shall be automatically forfeited; provided, however, that notwithstanding the first clause of this Section 22(e) of the Code3(b)(3), if a Termination of Service occurs in connection with the Holder’s Retirement, the Committee may, in its sole and absolute discretion, take action to provide for 100% vesting of then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its termsunvested Units. (c) Notwithstanding the foregoing, if the Holder is a non-employee director of the Company on the Grant Date: 1. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s Termination of Service for any reason other than the Holder voluntarily electing to resign from the Board of Directors, voluntarily electing not to stand for re-election to the Board of Directors or being involuntarily removed from the Board of Directors (excluding, for this purpose, a failure to be re-elected by the stockholders of the Company); 2. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s death prior to Termination of Service; and 3. If Participant the Holder voluntarily resigns as Chief Executive Officer prior from the Board of Directors, voluntarily elects not to December 31stand for re-election to the Board of Directors or is involuntarily removed from the Board of Directors (excluding, 2024 without for this purpose, a new nonfailure to be re-interim Chief Executive Officer having been appointed elected by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 stockholders of the PlanCompany), in all Units which have not vested as of the event Participant is involuntarily terminated within twenty-four (24) months following date that the Holder incurs a Change in Control (as defined in Termination of Service shall be automatically forfeited upon the PlanTermination of Service; provided, however, that notwithstanding the first clause of this Section 3(c)(3), the Award shall be subject Committee may, in its sole and absolute discretion, take action to acceleration as provided in Section 15(c) provide for 100% vesting of then unvested Units upon the PlanHolder’s Retirement. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested The Restricted Shares shall vest, and are no longer subject to forfeiture are referred to herein become freely transferable, as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.”follows: (a) Participant’s Stock Units 100% of the Restricted Shares will vest and rights become freely transferable on December 31, 2009 (the “Vesting Date”) provided that you have been in and to continuous employment with the Common Stock subject to Company (or any Subsidiary) for the Stock Units shall not be vested as of period beginning on the Grant Date and ending on the Vesting Date. If you terminate employment prior to the Vesting Date for any reason other than described in subsection (b) below, you will forfeit all rights in the Restricted Shares at that time, notwithstanding your return to active service prior to the Vesting Date. (b) Notwithstanding subsection (a) above, if, prior to the Vesting Date, the Company (or any Subsidiary) terminates your employment other than for Cause, 100% of the Restricted Shares will vest and become freely transferable as of the date of your termination. Restricted Shares that do not vest as of the date of your termination shall be forfeitable unless and until otherwise vested pursuant to the terms forfeited at that time. (c) For purposes of this Agreement. The Award subsection (b) above, “Cause” shall become vested in accordance with the following schedule: mean (i) 50% your willful and continued failure to attempt in good faith (other than as a result of the Award shall vest on the first anniversary of the Grant Date, subject incapacity due to Participant’s continuous service as an employee and/or member of the Board through such datemental or physical impairment) to substantially perform your duties; and (ii) 50% your failure to attempt in good faith to carry out, or comply with, in any material respect any lawful and reasonable directive of the Award shall vest on the earlier of either Board; (aiii) January 3, 2026, subject to Participant’s continuous service as an employee and/or member your material breach of the Board through such employment date or (b) the start Company’s code of employment of a new non-interim Chief Executive Officerethics; provided which, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (for each of (i) and through (iiiii), is not remedied within 30 days after receipt of written notice from the Board specifying such failure or breach; (iv) your conviction, plea of no contest or plea of nolo contendere, or imposition of unadjudicated probation for any felony (other than a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and traffic violation or arising purely as a member result of the Board without Cause other than as described in Paragraph 2(dExecutive’s title or position with the Company); (v) your knowing unlawful use (including being under the influence) or possession of illegal drugs; or (vi) your commission of a material bad faith act of fraud, including non-renomination embezzlement, misappropriation, willful misconduct, gross negligence, or non-reelection breach of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Planfiduciary duty, in each case against the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the PlanCompany. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder 3.1 Except as otherwise provided in this Agreement, provided that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are the Participant has not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested incurred a Termination of Service as of the Grant Date applicable vesting date, the Restricted Stock Units will vest and shall no longer be forfeitable unless and until otherwise vested pursuant subject to the terms of this Agreement. The Award shall become vested any restrictions in accordance with the following schedule: (i) 1 [INSERT FOR SENIOR MANAGEMENT] [INSERT DATE THAT IS 2 YEARS FROM GRANT DATE] 33.33% [INSERT DATE THAT IS 3 YEARS FROM GRANT DATE] 33.33% [INSERT DATE THAT IS 4 YEARS FROM GRANT DATE] 33.34% _______________________ 1NTD: Insert applicable vesting schedule. [INSERT FOR NON-SENIOR MANAGEMENT] Vesting Date Number of Restricted Stock Units That Vest [INSERT DATE THAT IS 1 YEAR FROM GRANT DATE] 50% [INSERT DATE THAT IS 2 YEARS FROM GRANT DATE] 50% Once vested, the Restricted Stock Units become "Vested Units." 3.2 Except as provided in Sections 3.3 and 3.4 of this Agreement, the Award 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 vest on be automatically forfeited and neither the first anniversary of Company nor any Subsidiary shall have any further obligations to the Grant Date, subject to Participant under this Agreement. 3.3 If the Participant’s continuous service Termination of Service occurs as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment a result of a new non-interim Chief Executive Officer, but in no instance shall any vesting Termination of Service by the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board Company without Cause other than as described in Paragraph 2(d), including non-renomination [or non-reelection of Participant’s Board position or due to Participant’s death or disability by the Participant for Good Reason (as such term is defined in the Participant’s written employment agreement with the Company)]2, any Restricted Stock Units which would have vested on the next scheduled vesting date (as provided in Section 22(e3.1 above) following the Termination of the Code), then the Award Service date shall immediately become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. 3.4 If, within the twelve (c12) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months month period following a Change in Control Control, the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause [or by the Participant for Good Reason (as such term is defined in the Plan)Participant’s written employment agreement with the Company)]3, any Restricted Stock Units which remain unvested at the Award time of such Termination of Service shall be subject to acceleration as provided in Section 15(c) of the Planimmediately become vested. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to All of the Common Stock subject to the Restricted Stock Units shall not initially be vested as unvested. Twenty-five percent (25%) of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant Restricted Stock Units (rounded up to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (inearest whole number) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member date of this Agreement and on each of the Board through such date; and next three (ii3) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, successive anniversaries thereof (each of (i) and (ii)such anniversary, a “Vesting Date” and, ”) unless previously vested or forfeited in accordance with the Vesting Dates together, Plan or this Agreement (the “Normal Vesting PeriodSchedule”). (bi) If Participant Any Restricted Stock Units that fail to vest because the employment condition is terminated as Chief Executive Officer and as a member of not satisfied shall be forfeited, subject to the Board without Cause other than as described special provisions set forth in Paragraph 2(dSubsections 3(a)(ii) through 3(a)(iv), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (cii) If Participant voluntarily resigns 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 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 Chief Executive Officer prior defined under Code Section 409A, for purposes of this Section 3(a)(ii) and any acceleration of the Restricted Stock Units upon a Change in Control, a Change in Control shall be deemed to December 31occur only if, 2024 without a new non-interim Chief Executive Officer having been appointed by in addition to the Boardrequirements set forth in the Plan, the AwardChange in Control also meets the requirements of IRS Reg. §1.409A-3(i)(5), to the extent unvested, will be forfeited, whether or not Participant remains on necessary to avoid the Boardimposition of taxes thereunder. (diii) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated If on or within twenty-four (24) months following two years after a Change in Control (as defined other than a Change in the PlanControl described in Section 3(a)(ii) above), Participant terminates employment for Good Reason, or is terminated by the Award Company without Cause, Restricted Stock Units not previously vested shall be subject to acceleration as provided in Section 15(c) of the Planimmediately become vested. (eiv) For purposes 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 date of such termination shall vest pro-rata as of the date of Participant’s Retirement. All such Restricted Stock Units which shall have not vested as a result of such Retirement shall be immediately and automatically forfeited without consideration of any kind and to the extent that the date Participant first becomes eligible for Retirement and the vesting date under this Section 3(a)(iv) are in different tax years, any amount payable under this subsection shall constitute the payment of nonqualified deferred compensation, subject to the requirements of Code Section 409A unless an exemption under the treasury regulations is available. The number of unvested Restricted Stock Units that shall vest pro-rata upon Retirement (absent action to the contrary by the Compensation Committee) described in the penultimate sentence of the foregoing paragraph of this Section 3(a)(iv) shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 48, by (B) the number of Restricted Stock Units subject to this Agreement, the term “.

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the The Restricted Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% of the Award shall vest and nonforfeitable on the first anniversary of Vesting Date set out in this Award Agreement, provided that the Grant Date, subject to Participant’s Grantee remains in the continuous employment or other service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries through the Vesting Date, except as otherwise provided herein. (b) Notwithstanding Section 2(a), if the Grantee’s continuous employment or other service with the Company and such release becoming effective its Subsidiaries terminates prior to the Vesting Date as a result of the Grantee’s (i) death, (ii) Disability, or (iii) Retirement (defined as the Grantee’s voluntary termination of employment, with the consent of the Administrator (or the Administrator’s delegate) at or after age 60 with at least five years of service with the Company and irrevocable in accordance with its termsSubsidiaries), a pro rata portion of the Restricted Stock Units shall become vested, determined by multiplying the number of Restricted Stock Units credited to the Grantee’s account on the date of termination by a fraction, the numerator of which is the number of days of continuous employment or other service completed by the Grantee after the Grant Date of the Restricted Stock Units and the denominator of which is the number of days from the Grant Date to the Vesting Date of the Restricted Stock Units. (c) If Participant voluntarily resigns as Chief Executive Officer In the event of a Change in Control prior to December 31the Vesting Date: (i) If the Restricted Stock Units are honored, 2024 without a new non-interim Chief Executive Officer having been appointed assumed or substituted in the form of an Alternative Award, and the Grantee’s continuous employment or other service with the Company and its Subsidiaries is terminated after the Change in Control and prior to the Vesting Date (A) by the BoardCompany or a Subsidiary without Cause, or (B) if the AwardGrantee is covered by a severance plan, employment agreement or offer letter with the Company or a Subsidiary that provides for severance benefits in the event of a termination by the Grantee for Good Reason, by the Grantee for Good Reason, then the Restricted Stock Units, to the extent unvestednot previously vested or forfeited, will be forfeitedvest in full, whether without pro ration, effective upon such termination of the Grantee’s employment with the Company and its Subsidiaries. (ii) If the Restricted Stock Units are not honored, assumed or not Participant remains on substituted in the Boardform of an Alternative Award, then the Restricted Stock Units will vest in full, without pro ration, effective upon such Change in Control. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Plan. (e) For purposes of this AgreementSection 2, the term “continuous employment or other service of the Grantee with the Company and its Subsidiaries shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an Employee of the Company and its Subsidiaries, by reason of the transfer of his or her employment or other service among the Company and its Subsidiaries.

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Subject to the terms and conditions of this Agreement, the 2017 Target Number of Restricted Stock Units shall vest, if at all, on December 15, 2017 (the “First Vesting Date”), and rights the 2018 Target Number of Restricted Stock Units shall vest, if at all, on December 15, 2018 (the “Second Vesting Date”) (including in and the event of a Change of Control in connection with which the Restricted Stock Units are Assumed), if the Grantee remains employed by the Company or a Subsidiary on each such date. (b) Notwithstanding anything in Section 4(a) of this Agreement to the Common Stock contrary but subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the other terms of this Agreement. The Award shall become vested , in accordance the event of the Grantee’s Termination of Employment where the Grantee is eligible for and accepts severance benefits under a Company-sponsored severance plan or agreement with the following scheduleCompany (with eligibility for severance benefits to be determined in the sole discretion of the Company) prior to both the First Vesting Date and the occurrence of a Change of Control: (i) 50% the number of the Award shall Restricted Stock Units that will vest on the first anniversary First Vesting Date shall be equal to the product of (x) the 2017 Target Number and (y) a fraction, the numerator of which shall be the number of days between the Date of Grant and the date of the Grantee’s Termination of Employment, and the denominator of which shall be the number of days between the Date of Grant and the First Vesting Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% the number of the Award shall Restricted Stock Units that will vest on the earlier Second Vesting Date shall be equal to the product of (x) the 2018 Target Number and (y) a fraction, the numerator of which shall be the number of days between the Date of Grant and the date of the Grantee’s Termination of Employment, and the denominator of which shall be the number of days between the Date of Grant and the Second Vesting Date, and any remaining Restricted Stock Units that are at either such time not vested will be forfeited and cancelled on the First Vesting Date or the Second Vesting Date, as applicable. Furthermore, notwithstanding anything in Section 4(a) of this Agreement to the contrary, in the event of the Grantee’s Termination of Employment where the Grantee is eligible for and accepts severance benefits under a Company-sponsored severance plan or agreement with the Company (awith eligibility for severance benefits to be determined in the sole discretion of the Company) January 3after the First Vesting Date but prior to both the Second Vesting Date and the occurrence of a Change of Control, 2026the number of Restricted Stock Units that will vest on the Second Vesting Date shall be equal to the product of (A) the 2018 Target Number and (B) a fraction, the numerator of which shall be the number of days between the Date of Grant and the date of the Grantee’s Termination of Employment, and the denominator of which shall be the number of days between the Date of Grant and the Second Vesting Date, and any remaining Restricted Stock Units that are at that time not vested will be forfeited and cancelled on the Second Vesting Date. (c) Notwithstanding anything in Section 4(a) of this Agreement to the contrary but subject to Participant’s continuous service as an employee and/or member the other terms of this Agreement, in the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each event of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to ParticipantGrantee’s death or disability (ii) the Grantee’s Termination of Employment due to Permanent Disability (as such term is defined in Section 22(e) of the Codebelow), then in each case, prior to both the Award shall become immediately vestedFirst Vesting Date and the occurrence of a Change of Control, contingent upon Participant executing a general release of claims in favor and while the Grantee is an active employee of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without or a new non-interim Chief Executive Officer having been appointed by the BoardSubsidiary, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Plan. (e) For purposes of this Agreement, the term “NAI-1502151968v3

Vesting. Stock The Units awarded hereunder that have to the Participant, except as otherwise provided herein, become vested and are no longer subject non-forfeitable to the extent, but only to the extent, that the Committee determines that the applicable Performance Criteria set forth in Exhibit A have been satisfied at the end of the Performance Cycle (the “Vesting Date”). Notwithstanding the forfeiture are referred to herein provision of Section 3 hereof, the interest of the Participant in the Units vest as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.”follows: (a) a pro rata number of Units upon termination of the Participant’s Stock relationship with the Company due to death, Disability or Retirement (collectively a “DDR Event”) during the Performance Cycle, but only with respect to Units and rights in and to that would otherwise have vested at the Common Stock subject to the Stock Units shall not be vested as end of the Grant Date and shall be forfeitable unless and until otherwise vested Performance Cycle. For the purposes of this Section 5(a), the pro rata number of Units that vest equals the product obtained by multiplying the total number of Units awarded pursuant to this Agreement that would have vested based on performance by a fraction, the terms numerator of this Agreement. The Award shall become vested in accordance with which is the following schedule: (i) 50% number of days commencing July 1, 2024 and ending on the date of the Award shall vest on DDR Event, and the first anniversary denominator of which is the Grant Date, subject to Participant’s continuous service as an employee and/or member total number of days in the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”).Performance Cycle. ​ (b) If Participant is terminated as Chief Executive Officer and as a member all of the Board Units vest upon a Change in Control if the effective date thereof is after December 31, 2025. If the effective date of the Change in Control occurs prior to or on December 31, 2025, a pro rata number of Units vest upon such Change in Control (unless the Committee, in its discretion, determines to vest all Units upon Change in Control without Cause other than as described in Paragraph 2(dproration). For the purposes of this Section 5(b), including non-renomination or non-reelection the pro rata number of Participant’s Board position or due Units that vest equals the product obtained by multiplying the total number of Units awarded pursuant to Participant’s death or disability (as such term this Agreement by a fraction, the numerator of which is defined in Section 22(e) the number of days commencing on July 1, 2024 and ending on the effective date of the Code)Change in Control, then and the Award shall become immediately vesteddenominator of which is the total number of days in the period commencing July 1, contingent upon Participant executing a general release of claims in favor of the Company 2024 and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms.ending December 31, 2025. ​ (c) If Participant voluntarily resigns as Chief Executive Officer if a Participant’s relationship with the Company terminates due to a DDR Event and subsequent thereto (but prior to December 31June 30, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d2025) In accordance with and subject to Section 15 of the Plan, in the event Participant there is involuntarily terminated within twenty-four (24) months following a Change in Control (Control, then notwithstanding anything to the contrary herein, the number of Units which vest and the number of Shares issuable to the Participant, the Participant’s guardian, personal representative or estate, as defined the case may be, equals the product obtained by multiplying the total number of Units subject to this Agreement by a fraction, the numerator of which is the number of days commencing July 1, 2024 and ending on the date of the DDR Event, and the denominator of which is the total number of days in the Plan)period commencing July 1, 2024 and ending on the Award shall be subject to acceleration as provided in Section 15(c) effective date of the Plan. (e) For purposes of this Agreement, the term “Change in Control. ​

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested Shares will vest in accordance with the following schedule: (a) 1/4th of the total number of Shares shall vest upon the earlier to occur of (i) 50% the listing of the Award shall vest Company’s Common Stock on the first anniversary of the Grant DateNASDAQ Stock Market or other national securities exchange, subject to Participant’s continuous service such as an employee and/or member of the Board through such dateNYSE MKT; and (ii) 50% January 20, 2016; (b) 1/4th of the Award total number of Shares shall vest on the earlier of either (a) January 320, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) 2015; and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 311/48th of the Shares shall vest on January 20, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains 2014 and on the Board. (d) In accordance with and subject to Section 15 same day of the Planeach month thereafter for 24 months; provided, that in the event Participant is involuntarily terminated within twenty-four of an Involuntary Termination (24as defined herein) months following or a Change in of Control (as defined herein) the Shares shall fully vest and become exercisable. Immediately upon the cessation of the Recipient’s Employment (as defined in the Plan), the Award unvested portion of the Shares shall be subject immediately cancelled and returned to acceleration the Company as provided set forth in Section 15(c6(a)(4)(A) of the Plan. (e) . For the purposes of this Agreement, an “Involuntary Termination” shall include any termination by the term Company other than for Cause (as defined herein) and Recipient’s voluntary termination within sixty days after the expiration of the Cure Period (defined below) relating to the occurrence of any of the following events without Recipient’s written consent: (i) a material reduction or change in job duties, responsibilities and requirements inconsistent with Recipient’s position with the Company and Recipient’s prior duties, responsibilities and requirements or a material negative change in Recipient’s reporting relationship; (ii) a material reduction of Recipient’s base compensation (other than in connection with a general decrease in base salaries for most officers of the Company or successor corporation); or (iii) Recipient’s refusal to relocate his or her principal place of employment to a facility or location more than fifty miles from the Company’s current location, provided that Recipient will not resign due to such change, reduction or relocation without first providing the Company with written notice of the event or events constituting the grounds for his voluntary resignation within thirty days of the initial existence of such grounds and a reasonable cure period of not less than thirty days following the date of such notice (the “Cure Period”).

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to All of the Common Stock subject to the Restricted Stock Units shall not initially be vested as unvested. Twenty-five percent (25%) of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant Restricted Stock Units (rounded up to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (inearest whole number) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member date of this Agreement and on each of the Board through such date; and next three (ii3) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, successive anniversaries thereof (each of (i) and (ii)such anniversary, a “Vesting Date” and, ”) unless previously vested or forfeited in accordance with the Vesting Dates together, Plan or this Agreement (the “Normal Vesting PeriodSchedule”). (bi) If Participant Any Restricted Stock Units that fail to vest because the employment condition is terminated as Chief Executive Officer and as a member of not satisfied shall be forfeited, subject to the Board without Cause other than as described special provisions set forth in Paragraph 2(dSubsections 3(a)(ii) through 3(a)(iv), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (cA) If Participant voluntarily resigns the Participant’s employment terminates due to death or Permanent Disability or (B) if, in the event of a Change in Control where the holders of the Company’s Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, Restricted Stock Units not previously vested shall immediately become vested. With respect to any of the Restricted Stock Units that constitute “deferred compensation” as Chief Executive Officer prior defined under Code Section 409A, for purposes of this Section 3(a)(ii) and any acceleration of the Restricted Stock Units upon a Change in Control, a Change in Control shall be deemed to December 31occur only if, 2024 without a new non-interim Chief Executive Officer having been appointed by in addition to the Boardrequirements set forth in the Plan, the AwardChange in Control also meets the requirements of IRS Reg. §1.409A-3(i)(5), to the extent unvested, will be forfeited, whether or not Participant remains on necessary to avoid the Boardimposition of taxes thereunder. (diii) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated If on or within twenty-four (24) months following two years after a Change in Control (as defined other than a Change in the PlanControl described in Section 3(a)(ii) above), the Award Participant (A) terminates employment for Good Reason, or (B) is terminated by the Company without Cause, Restricted Stock Units not previously vested shall be subject to acceleration as provided in Section 15(c) of the Planimmediately become vested. (eiv) For purposes In the event of the Participant’s Retirement, the Compensation Committee may determine, in its sole discretion, whether and the manner in which Restricted Stock Units not previously vested (or any portion thereof) shall be vested and be settled pursuant to Section 3(d). In the absence of Compensation Committee action, upon such Retirement, the Restricted Stock Units which have not vested as of the date of such termination shall vest pro-rata as of the date of the Participant’s Retirement. All such Restricted Stock Units which shall have not vested as a result of such Retirement shall be immediately and automatically forfeited without consideration of any kind and to the extent that the date the Participant first becomes eligible for Retirement and the vesting date under this Section 3(a)(iv) are in different tax years, any amount payable under this subsection shall constitute the payment of nonqualified deferred compensation, subject to the requirements of Code Section 409A unless an exemption under the treasury regulations is available. The number of unvested Restricted Stock Units that shall vest pro-rata upon Retirement (absent action to the contrary by the Compensation Committee) described in the penultimate sentence of the foregoing paragraph of this Section 3(a)(iv) shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 48, by (B) the number of Restricted Stock Units subject to this Agreement, the term “.

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and Subject to the Common Stock subject to accelerated vesting provisions set forth in Section 3(b) or Section 3(c) below, the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant vest, on a cumulative basis, with respect to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 5020% of the Award shall vest Units on the first anniversary of the Grant Date, subject and as to Participant’s continuous service as an employee and/or member additional 20% on each succeeding anniversary of the Board through Grant Date (each such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”), so as to be 100% vested on the fifth anniversary thereof, provided that Holder has not incurred a Termination of Service prior to the respective Vesting Date. (b) If Participant Notwithstanding the foregoing, if the Holder is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor an employee of the Company and its Subsidiaries and or any Subsidiary on the Grant Date: 1. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s Termination of Service by the Company without Cause; 2. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s death prior to Termination of Service; and 3. If the Holder incurs a Termination of Service for any reason other than by the Company without Cause or death, all Units which have not vested at the time of such release becoming effective and irrevocable in accordance with its termstermination shall be automatically forfeited. (c) Notwithstanding the foregoing, if the Holder is a non-employee director of the Company on the Grant Date: 1. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s Termination of Service for any reason other than the Holder voluntarily electing to resign from the Board of Directors, voluntarily electing not to stand for re-election to the Board of Directors or being involuntarily removed from the Board of Directors (excluding, for this purpose, a failure to be re-elected by the stockholders of the Company); 2. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s death prior to Termination of Service; and 3. If Participant the Holder voluntarily resigns as Chief Executive Officer prior from the Board of Directors, voluntarily elects not to December 31stand for re-election to the Board of Directors or is involuntarily removed from the Board of Directors (excluding, 2024 without for this purpose, a new nonfailure to be re-interim Chief Executive Officer having been appointed elected by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 stockholders of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the PlanCompany), all Units which have not vested as of the Award date that the Holder incurs a Termination of Service shall be subject to acceleration as provided in Section 15(c) automatically forfeited upon the Termination of the PlanService. (e) For purposes of this Agreement, the term “

Vesting. Stock Subject to the terms and conditions of the Plan and this Agreement, the Units and Dividend Equivalent Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.”shall vest in accordance with the following: (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock The Units shall not be vested as vest in one-third increments on each of the Grant Date [insert dates that are first, second and shall be forfeitable unless and until otherwise vested pursuant to the terms third anniversary date of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% approval of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, award by Compensation Committee] (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If The Dividend Equivalent Units credited to the Participant is terminated as Chief Executive Officer and as a member under Paragraph 3 shall vest in incremental installments on each Vesting Date. The percentage of the Board without Cause other than Dividend Equivalent Units which shall vest as described in Paragraph 2(d), including non-renomination or non-reelection of any Vesting Date shall be equal to the percentage of the Participant’s Board position or due to Participant’s death or disability (Units which are vested as of such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its termsVesting Date. (c) If Participant voluntarily resigns The Units and Dividend Equivalent Units shall also vest as Chief Executive Officer prior to December 31described in Paragraph 12. Notwithstanding the foregoing, 2024 without a new non-interim Chief Executive Officer having been appointed if the Participant’s Date of Termination occurs by reason of death or Disability, all unvested Units and Dividend Equivalent Units shall immediately vest upon the BoardDate of Termination. Except as otherwise provided in the preceding sentence, all Units and Dividend Equivalent Units which are not vested upon the Award, to the extent unvested, will Participant’s Date of Termination shall be forfeited, whether or not Participant remains forfeited on the Board. (d) In such date. The Units and Dividend Equivalent Units shall also be forfeited in accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Plan. (e) Paragraph 11. For purposes of this Agreement, the term Participant’s “Date of Termination” shall be the date on which he both ceases to be an employee of the Trust and the Subsidiaries and ceases to perform material services for the Trust and the Subsidiaries, regardless of the reason for the cessation; provided that a “Date of Termination” shall not be considered to have occurred during the period in which the reason for the cessation of services is a leave of absence approved by the Trust or the Subsidiary which was the recipient of the Participant’s services. The Participant shall be considered to have a “Disability” for purposes of this Agreement during the period in which he is unable, by reason of a medically determinable physical or mental impairment, to engage in the material and substantial duties of his regular occupation, which condition is expected to be permanent

Vesting. Stock Units awarded hereunder that have vested and are no longer Unless the Committee otherwise determines in its sole discretion, subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested earlier vesting in accordance with Section 6 of this Agreement or Section 11.1(b) of the Plan and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms last sentence of this Agreement. The Award Section 5, the Restricted Share Units shall become vested in accordance with the following schedule: schedule (each date specified below being a Vesting Date): (i) 50% of On the Award shall vest on Corresponding Day in the first anniversary of sixth month following the Grant Date, subject to Participant’s continuous service as an employee and/or member 12.5% of the Board through such dateRestricted Share Units shall become vested; and and (ii) 50On the Corresponding Day in the ninth month following the Grant Date and on the Corresponding Day on each third month thereafter, an additional 6.25% of the Award Restricted Share Units shall vest become vested, until the Restricted Share Units are vested in full on the earlier of either Corresponding Day in the forty-eighth (a48) January 3, 2026, subject month following the Grant Date. [Please refer to Participant’s continuous service as an employee and/or member the website of the Board through such employment date or (b) Third Party Administrator, UBS Financial Services Inc., which maintains the start of employment of a new non-interim Chief Executive Officerdatabase for the Plan and provides related services, but in no instance shall any vesting of for the Award occur prior specific Vesting Dates related to the one year anniversary of Gxxxx Date, Restricted Share Units (each of (i) and (ii), a click on the specific grant under the tab labeled “Vesting Date” and, the Vesting Dates together, the “Vesting PeriodGrants/Award/Units”). ] On each Vesting Date, and upon the satisfaction of any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Restricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (b“Unpaid RSU Dividend Equivalents”) If Participant is terminated as Chief Executive Officer and as a member of will become vested to the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of extent that the Code), then the Award Restricted Share Units related thereto shall have become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable vested in accordance with its terms. (c) If Participant voluntarily resigns this Agreement. Notwithstanding the foregoing, the Grantee will not vest, pursuant to this Section 5, in Restricted Share Units as Chief Executive Officer to which the Grantee would otherwise vest as of a given date if his or her Termination of Service or a breach of any applicable restrictions, terms or conditions with respect to such Restricted Share Units has occurred at any time after the Grant Date and prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed such Vesting Date (the vesting or forfeiture of such Restricted Share Units to be governed instead by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the BoardSection 6). (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Plan. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, as calculated in accordance with Section 4, and the Participant’s Stock 's rights to such vested Restricted Share Units and rights shall become nonforfeitable as of the last day of the Performance Period, subject to Section 3(d) below. [Except as provided in and Section [3(b) or (c)] below, to the Common Stock subject to extent that such Performance Criteria have not been satisfied as of the Stock last day of the Performance Period, any Restricted Share Units awarded under this Agreement that do not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be vested as payable to the Participant.] Prior to the payment of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the minutes of a meeting of the Grant Date Committee) the extent to which the Performance Criteria and shall be forfeitable unless and until otherwise vested pursuant to the all other material terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”)Agreement have been met. (b) If [In the event the Participant is terminated as Chief Executive Officer and as dies or terminates employment on account of a member Disability before the end of the Board without Cause other than as described Performance Period, the Participant shall vest in Paragraph 2(d)the ________ Restricted Share Units granted under Section 2 of this Agreement [(and, including non-renomination or non-reelection for the avoidance of Participant’s Board position or due doubt, no additional Restricted Share Units in which the Participant may have been entitled to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable vest in accordance with its termsthe Performance Criteria)] and the Participant's rights to such vested Restricted Share Units shall become nonforfeitable as of the date of death or termination of employment on account of a Disability.] (c) If Participant voluntarily resigns as Chief Executive Officer prior [In the event the Participant's employment with or service to December 31the Company or any of its Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, 2024 without a new non-interim Chief Executive Officer having been appointed by and before the BoardRestricted Share Units have become vested under Section 3(a) or (b), the AwardParticipant shall vest in the _______ Restricted Share Units granted under Section 2 of this Agreement [(and, for the avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria)] and the Participant's rights to such vested Restricted Share Units shall become nonforfeitable as of the date on which the Participant's employment with or service to the extent unvested, will be forfeited, whether or not Participant remains on the BoardCompany is terminated.] (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration [Except as provided in Section 15(c[3(b) or (c)] above], if the Participant's employment with the Company terminates for any reason prior to the expiration of the PlanPerformance Period, all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable to the Participant. (e) For purposes of this Agreement, the term “]

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and The Tranche 1 Option shall vest (the "Tranche 1 Vesting Date") with respect to one hundred percent (100%) of the Common Stock Shares subject to the Stock Units Tranche 1 Option upon Xxxx (as defined below) receiving cash proceeds in return on its Invested Capital (whether such cash derives from interest payments, debt repayment, dividends, distributions, sale of equity or otherwise) in the Company and its subsidiaries which cash proceeds equal no less than one times its Invested Capital (as defined below) plus a four percent (4%) annual return on such Invested Capital, compounded annually (the "Tranche 1 Return") and subject to the Participant's continued employment in good standing with the Company on the Tranche 1 Vesting Date. Notwithstanding the foregoing and the failure of Xxxx to have achieved the Tranche 1 Return, the Tranche 1 Option shall not be vested as vest with respect to ten percent (10%) of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% of the Award shall vest Tranche 1 Option on the first anniversary of the Grant DateDate and with respect to 2.5% of the Tranche 1 Option at the end of each of the next eight quarters thereafter through the third anniversary of the Grant Date (for an aggregate of 30% of the Tranche 1 Options), subject to the Participant’s continuous service as an employee and/or member of 's continued employment in good standing with the Board through Company on each such vesting date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of The Tranche 2 Option shall vest (the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due "Tranche 2 Vesting Date") with respect to Participant’s death or disability one hundred percent (as such term is defined in Section 22(e100%) of the Code)Shares subject to the Tranche 2 Option upon Xxxx receiving cash proceeds in return on its Invested Capital (whether such cash derives from interest payments, then the Award shall become immediately vesteddebt repayment, contingent upon Participant executing a general release dividends, distributions, sale of claims equity or otherwise) in favor of the Company and its Subsidiaries subsidiaries which cash proceeds equal no less than two times its Invested Capital plus a four percent (4%) annual return on such Invested Capital, compounded annually and such release becoming effective and irrevocable subject to the Participant's continued employment in accordance good standing with its termsthe Company on the Tranche 2 Vesting Date. (c) If Participant voluntarily resigns as Chief Executive Officer prior The Tranche 3 Option shall vest (the "Tranche 3 Vesting Date") with respect to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by one hundred percent (100%) of the Board, the Award, Shares subject to the extent unvestedTranche 3 Option upon Xxxx receiving cash proceeds in return on its Invested Capital (whether such cash derives from interest payments, will be forfeiteddebt repayment, whether dividends, distributions, sale of equity or not Participant remains otherwise) in the Company and its subsidiaries which cash proceeds equal no less than three times its Invested Capital plus a four percent (4%) annual return on such Invested Capital, compounded annually and subject to the Participant's continued employment in good standing with the Company on the BoardTranche 3 Vesting Date. (d) In accordance The Tranche 4 Option shall vest (the "Tranche 4 Vesting Date") with respect to one hundred percent (100%) of the Shares subject to the Tranche 4 Option upon Xxxx receiving cash proceeds in return on its Invested Capital (whether such cash derives from interest payments, debt repayment, dividends, distributions, sale of equity or otherwise) in the Company and its subsidiaries which cash proceeds equal no less than four times its Invested Capital plus a four percent (4%) annual return on such Invested Capital, compounded annually and subject to Section 15 of the Plan, Participant's continued employment in good standing with the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in Company on the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the PlanTranche 4 Vesting Date. (e) For purposes of this AgreementAt any time, the term “portion of the Option, which has become vested and exercisable as described above, is hereinafter referred to as the "Vested Portion". (f) If the Participant's employment with the Company is terminated for any reason, the Option shall, to the extent not then vested, be canceled by the Company without consideration and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a).

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to Unless the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested Option has earlier terminated pursuant to the terms provisions of this Agreement. The Award , Shares subject to this Option shall become vested vest over three years in accordance with the following schedule: vesting schedule attached hereto as Exhibit A and incorporated herein by reference (i) 50% the “Vesting Schedule”); provided, however, that the Employee is in the continuous employ of or in a service relationship with the Award shall vest on the first anniversary of Company from the Grant DateDate through the applicable date upon which vesting is scheduled to occur. Unless the Option has earlier terminated, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to Option shall be accelerated so that the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member unvested portion of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award Option shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, one hundred percent vested in the event Participant is involuntarily terminated within twenty-four (24) months following Employee upon the occurrence of a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Plan. (e) Control. For purposes of this Agreement, the term “Change in Control” shall mean (i) the sale of all or substantially all of the assets of the Company, (ii) the sale of more than 50% of the outstanding capital stock of the Company in a non-public sale, (iii) the dissolution or liquidation of the Company, or (iv) any merger, share exchange, consolidation or other reorganization or business combination of the Company if immediately after such transaction of either (A) persons who were directors of the Company immediately prior to such transaction do not constitute at least a majority of the directors of the surviving entity, or (B) persons who hold a majority of the voting capital stock of the surviving entity are not persons who held a majority of the voting capital stock of the Company immediately prior to the transaction; provided, however, that the term “Change in Control” shall not include (x) a public offering of capital stock of the Company that is effected pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, or (y) any transaction pursuant to which shares of capital stock of the Company are transferred or issued to any trust, charitable organization, foundation, family partnership or other entity controlled directly or indirectly by, or established for the benefit of Xxxxxx X. XxXxxxxxxx and/or Xxxxxxx X. XxXxxxxxxx or their immediate family members (including spouses, children, grandchildren, parents, and siblings, in each case to include adoptive relations), or transferred to any such immediate family members.

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s The Restricted Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following scheduleas follows: (i) 5025% of the Award shares of Restricted Stock shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member Date of the Board through such dateGrant; and (ii) 5025% of the Award shares of Restricted Stock shall vest on the earlier second anniversary of either Date of Gxxxx; (aiii) January 3, 2026, subject to Participant’s continuous service as an employee and/or member 25% of the Board through such employment date or (b) shares of Restricted Stock shall vest on the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting third anniversary of the Award occur prior to Date of Grant; and (iv) 25% of the one year shares of Restricted Stock shall vest on the fourth anniversary of Gxxxx Date, the Date of Grant (each of (i) and (ii)each, a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”); provided that the Participant remains in continuous service with the Company or an Affiliate thereof through the applicable Vesting Date. (b) If Participant Except as set forth in Section 2(c) below, if the Participant’s service is terminated as Chief Executive Officer for any reason, (i) this Restricted Stock Award Agreement shall terminate and as a member all rights of the Board Participant with respect to the shares of Restricted Stock that have not vested as of the date of termination shall immediately terminate, (ii) any such shares of Restricted Stock shall be forfeited without payment of any consideration, and (iii) neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such shares of Restricted Stock. (c) If the Participant’s service is terminated by the Company without Cause other than as described or by the Participant for Good Reason (to the extent such a term is included in Paragraph 2(dthis Restricted Stock Award Agreement for the Participant or in another individual agreement between the Company and the Participant), including non-renomination or non-reelection of Participant’s Board position or due and provided that the Participant executes and delivers to Participant’s death or disability the Company (as such term is defined in Section 22(eand does not revoke) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of a form satisfactory to the Company and its Subsidiaries and within sixty (60) days following such release becoming effective and irrevocable termination (or such shorter period as may be specified by the Company in accordance with its terms. applicable law): (ci) If the shares of Restricted Stock that are scheduled to vest on the next applicable Vesting Date shall vest on the effective date of the release, (ii) this Restricted Stock Award Agreement shall terminate and all rights of the Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, with respect to the extent unvestedportion of the shares of Restricted Stock, will if any, that do not vest in accordance with this Section 2(c) shall terminate with effect retroactive to the termination date and any such shares of Restricted Stock shall be forfeitedforfeited without payment of any consideration, whether and (iii) neither the Participant nor any of the Participant’s successors, heirs, assigns, or not Participant remains on the Boardpersonal representatives shall thereafter have any further rights or interests in such shares of Restricted Stock. (d) In accordance with and subject Notwithstanding anything to Section 15 of the contrary in this Restricted Stock Award Agreement or the Plan, in the event Participant is involuntarily terminated that the consummation of the initial public offering of the Company does not occur within twenty-four (24) months following a Change in Control (as defined in five business days of the Plan)Date of Grant, all of the Award shares of Restricted Stock shall immediately terminate, and all of the shares of Restricted Stock shall be subject to acceleration as provided in Section 15(c) forfeited without the payment of any consideration. Neither the Participant nor any of the PlanParticipant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such forfeited shares of Restricted Stock. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock The Shares subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award Option shall become vested in accordance with the following scheduleas follows: one-fourth (i1/4th) 50% of the Award Shares subject to the Option shall vest on the first anniversary of the Date of Grant (the “Initial Vesting Date, ”) and the remaining three-fourths (3/4ths) of the Shares subject to Participant’s continuous service as an employee and/or member the Option shall vest in a series of thirty-six (36) successive equal monthly installments on each subsequent monthly anniversary of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, Initial Vesting Date (each of (i) and (ii), a “Vesting Date” and”) such that the entirety of the Option shall be vested as of the fourth (4th) anniversary of the Date of Grant; provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through, the and has not given or received a notice of termination of such employment as of, each applicable Vesting Dates together, the “Vesting Period”)Date. (b) If Participant Except as set forth in Section 2(c) below, if the Participant’s employment is terminated as Chief Executive Officer for any reason prior to the Vesting Date, (i) this Option Award Agreement shall terminate and as a member all rights of the Board Participant with respect to the Shares subject to the Option that have not vested shall immediately terminate, (ii) any such unvested Shares subject to the Option shall be forfeited without payment of any consideration, and (iii) neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested Shares subject to the Option. (c) If the Participant’s employment is terminated either (x) by the Company without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or (y) due to the Participant’s death or disability Disability, and provided in each case that the Participant (as such term is defined in Section 22(eor the Participant’s estate, if applicable) of executes and delivers to the Code), then the Award shall become immediately vested, contingent upon Participant executing Company (and does not revoke) a general release of claims in favor of a form satisfactory to the Company and its Subsidiaries and within sixty (60) days following such release becoming effective and irrevocable termination (or such shorter period as may be specified by the Company in accordance with its terms. applicable law): (ci) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, portion of the Award, Shares subject to the extent unvested, will be forfeited, whether or not Participant remains on Option that are scheduled to vest during the Board. period that is six (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (246) months following a Change in Control such termination date shall immediately vest on the date of such termination of employment, (as defined in ii) this Option Award ​ ​ ​ ​ Agreement shall terminate and all rights of the Plan), Participant with respect to the Award shall be portion of the Shares subject to acceleration the Option, if any, that have not vested as provided in Section 15(c) of the Plandate of termination in accordance with this Section 2(c) shall immediately terminate without payment of any consideration, and (iii) neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested Shares subject to the Option. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein Except as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights may otherwise be provided in and to the Common Stock subject to Plan or this Agreement, the Stock Units shall not be vested vest as of set forth in the Grant Date and table below if the Division shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with achieve the following scheduleReturn on Capital performance targets: (i) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Plan. (e) For purposes of this Agreement, vesting of Units in respect of a Performance Period shall be determined in accordance with the term following guidelines: (a) No more than _______ Units (or _______ Units, as applicable) shall vest in respect of any one Performance Period. (b) A Performance Period that would result in the vesting of Units (but for this clause (b)) may not overlap with another Performance Period that resulted in the vesting of any Units. (c) There may be only one (1) Tier 1 Performance Period that results in the vesting of Units (a “Tier 1 Vesting Period”). Following the occurrence of a Tier 1 Vesting Period, no Units shall vest in respect of any subsequent Tier 1 Performance Period(s). (d) There may be only one (1) Tier 2 Performance Period that results in the vesting of Units (a “Tier 2 Vesting Period”). Following the occurrence of a Tier 2 Vesting Period, no Units shall vest in respect of any subsequent Tier 2 Performance Period(s); provided, however, that if there has been no Tier 1 Vesting Period prior to the second Tier 2 Performance Period, then _______ Units shall vest in respect of the second Tier 2 Performance Period, and no Units shall vest in respect of any subsequent Tier 1 Performance Period or Tier 2 Performance Period. (e) There may be only one (1) Tier 3 Performance Period that results in the vesting of Units (a “Tier 3 Vesting Period”). Following the occurrence of a Tier 3 Vesting Period, no Units shall vest in respect of any subsequent Tier 3 Performance Period(s); provided, however, that if there has been no Tier 1 Vesting Period or Tier 2 Vesting Period prior to the second Tier 3 Performance Period (the “Second Tier 3 Period”), then (i) _______ Units shall vest in respect of the Second Tier 3 Period and (ii) _______ Units shall vest upon the next Performance Period occurring after the Second Tier 3 Period in which Return on Capital for the Division is at the Tier 1 Level, Tier 2 Level or Tier 3 Level (after which all Units shall be vested in full). Notwithstanding the foregoing, all unvested Units shall immediately vest upon (a) the occurrence of a Change of Control or (b) the termination by the Corporation of the employment of Employee without Cause or by reason of the death or Disability of Employee.

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock The Granted PBRSUs shall be subject to both a time-based vesting condition (the Stock Units shall not be vested “Time-Based Condition”) and a performance-based vesting condition (the “Performance-Based Condition”), as described herein. None of the Grant Date and Granted PBRSUs (or any portion thereof) shall be forfeitable “vested” for purposes of this Agreement unless and until otherwise vested pursuant to both the terms Time-Based Condition and the Performance-Based Condition for such Granted PBRSUs are satisfied. The number of Granted PBRSUs that become “vested” for purposes of this Agreement. The Award Agreement (which, for the sake of clarity and avoidance of doubt, may be greater than the number of PBRSUs specified above as having been granted on the Grant Date) shall become vested in accordance with equal the following schedule: product of (i) 50% the number of the Award shall vest on Granted PBRSUs that have satisfied the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; Time-Based Condition and (ii) 50the percentage level at which the Performance-Based Condition has been satisfied. (i) The Time-Based Condition shall be satisfied on the Performance Measurement Date (as defined below), subject to the Participant not having ceased to perform services to the Company for any reason or no reason, with or without cause, prior to the Performance Measurement Date. (ii) The percentage level at which the Performance-Based Condition is satisfied will be measured as of the Performance Measurement Date. Table 1: Non-COC Measurement Date ([●]) Below Threshold Below $[●] - [●]% Threshold $[●] - [●]% Target $[●] - [●]% Above Target $[●] $[●] [●]% Maximum $[●] $[●] [●]% (1) If the Performance Measurement Date is the Non-COC Measurement Date, then achievement will be determined pursuant to Table 1 above, subject to the terms and conditions of this paragraph. For achievement at or above Above Target level, both Performance Goals (as defined below) must be met to satisfy the Performance-Based Condition; for achievement at or between Threshold and Target levels, only the Cumulative Adjusted EBITDA (as defined below) goal must be met. No Granted PBRSUs shall become vested if Cumulative Adjusted EBITDA is less than Threshold level. The maximum number of Granted PBRSUs that satisfy the Performance-Based Condition and thus become “vested” cannot exceed [●]% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) Granted PBRSUs. If Cumulative Adjusted EBITDA is between Threshold and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code)Target levels, then the Award percentage at which the Performance-Based Condition is satisfied shall become immediately vestedbe determined on a pro-rata basis using straight-line interpolation between [●]% and [●]%. If Cumulative Adjusted EBITDA is above Target and at or below Above Target levels, contingent upon Participant executing then the percentage at which the Performance-Based Condition is satisfied shall be determined on a general release of claims in favor of the Company pro-rata basis using straight-line interpolation from [●]% to and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31including [●]%, 2024 without a new nonbut only if End-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twentyto-four (24) months following a Change in Control End RCM Agreement Growth (as defined in the Plan)below) is achieved at or above Above Target level, the Award and if it is not so achieved, then such percentage shall be subject to acceleration as provided in Section 15(c) [●]%. If Cumulative Adjusted EBITDA is at or above Above Target level and End-to-End RCM Agreement Growth is achieved at or between Above Target and Maximum level, then the percentage at which the Performance-Based Condition is satisfied shall be determined on a pro-rata basis using straight-line interpolation between and including [●]% and [●]%. If Cumulative Adjusted EBITDA is at or above Above Target level and End-to-End RCM Agreement Growth is at or above Maximum level, then the percentage of the Plan. Performance-Based Condition that is satisfied shall be [●]%. Threshold[●]% Target[●]% Above Target[●]% Maximum[●]% [Year] [●] - [●] - [●] [●] [●] [●] [Year] [●] - [●] - [●] [●] [●] [●] [Year] [●] - [●] - [●] [●] [●] [●] Cumulative (e[●] Yrs) For purposes of this Agreement, the term “[●] - [●] - [●] [●] [●] [●]

Vesting. Stock Units awarded hereunder that have vested Except as specifically provided in this Agreement and are no longer subject to forfeiture are referred to herein certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest as “Vested Units.” Stock Units awarded hereunder set forth below. Any Awarded Shares that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with this Section 3 shall be referred to as “Vested Shares” and any Awarded Shares that, at the following schedule: particular time of determination, have not become vested in accordance with this Section 3 shall be referred to as “Non-Vested Shares.” a. The Tranche A Shares shall vest as follows: i. [_______] [percent (i[___]%) 50% of the Award total] Tranche A Shares shall vest on the [[first (1st) anniversary of the Date of Grant]/[Initial Vesting Date]], provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date; ii. An additional [_______] [percent ([___]%) of the total] Tranche A Shares shall vest on the [[second (2nd) anniversary of the Date of Grant]/[first (1st) anniversary of the Initial Vesting Date]], provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date; iii. [An additional/The remaining] [_______] [percent ([___]%) of the total] Tranche A Shares shall vest on the [[third (3rd) anniversary of the Date of Grant]/[second (2nd) anniversary of the Initial Vesting Date]], provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date[; and] iv. [An additional/The remaining] [_______] [percent ([___]%) of the total] Tranche A Shares shall vest on the [[fourth (4th) anniversary of the Date of Grant]/[third (3rd) anniversary of the Initial Vesting Date]], provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date; and] v. The remaining [_______] [percent ([___]%) of the total] Tranche A Shares shall vest on the [[fifth (5th) anniversary of the Date of Grant]/[fourth (4th) anniversary of the Initial Vesting Date]], provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date]. Notwithstanding the foregoing, upon the occurrence of a Demotion, a pro-rated portion of the Tranche A Shares that are eligible for vesting on the next occurring vesting date, shall vest on the date of the Demotion, with such pro-rated portion (rounding down to the nearest whole share to avoid the issuance of fractional shares) to be determined by multiplying (1) the number of Tranche A Shares that are eligible for vesting on the next occurring vesting date by (2) a fraction, (a) the numerator of which is the number of days that have lapsed between the immediately prior vesting date (or the Date of Grant if no vesting date has occurred) and the date of Demotion, and (b) the denominator of which is three hundred sixty-five (365) [(provided that if the Initial Vesting Date has not yet occurred, the denominator will be the number of days between the Date of Grant and the Initial Vesting Date)]. Any Tranche A Shares that remain unvested as of the date of the Demotion (following the pro-rated vesting as a result of such Demotion) shall be forfeited in accordance with Section 4 below. b. The Tranche B Shares shall vest as follows: i. Fifty percent (50%) of the Tranche B Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided that (A) the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date and (B) such date occurs on or before the sixth (6th) anniversary of the Grant DateDate of Grant; and ii. Fifty percent (50%) of the Tranche B Shares shall vest on the first date, subject to if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided that (A) the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date and (B) such date occurs on or before the sixth (6th) anniversary of the Date of Grant; Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s continuous service as an employee and/or member of death or Total and Permanent Disability. In addition, in the Board through such date; event that (i) a Change in Control occurs, and (ii) 50% of this Agreement is not assumed by the Award shall vest on surviving corporation or its parent, or the earlier of either (a) January 3surviving corporation or its parent does not substitute its own restricted shares, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur then immediately prior to the one year anniversary effective date of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan)Control, the Award all Awarded Shares not previously vested shall be subject to acceleration as provided in Section 15(c) of the Planthereupon immediately become fully vested. (e) For purposes of this Agreement, the term “

Vesting. The term “vest” as used herein with respect to any share of Restricted Stock Units awarded hereunder that have vested and are no longer subject means the lapsing of the restrictions described herein with respect to forfeiture are referred to herein such share. Unless earlier terminated, forfeited, relinquished or expired, the Restricted Stock shall vest as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.”follows: (a) Participant’s Stock Units Twelve and rights in and to the Common Stock subject to the Stock Units shall not be vested as a half percent (12.5%) of the Grant Date Restricted Stock shall vest beginning on the last day of the fiscal quarter of the Company (each, a “Fiscal Quarter”) in which the grant is made and shall be forfeitable unless and until otherwise vested on each subsequent Fiscal Quarter-end of the Company, provided that, through each such vesting date, (i) the Grantee has remained in continuous Employment either (x) as interim Chief Executive Officer pursuant to the terms offer letter agreement between the Grantee, Michaels Stores, Inc. and the Company, made and entered into as of this Agreement. The Award shall become vested in accordance with February 28, 2019 (the following schedule: “Offer Letter”), or (iy) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous through his service as an employee and/or a member of the Board through such date; Company’s board of directors (the “Board”) (each of clauses (x) and (y), “Qualifying Service”) and (ii) 50% of has not breached the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but covenants set forth in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”)Section 11 herein. (b) If Participant is terminated In the event (i) the Grantee’s Employment as interim Chief Executive Officer and as pursuant to the Offer Letter is terminated by the Company without Cause prior to the appointment of a member new Chief Executive Officer of the Company, (ii) the Grantee’s service on the Board is terminated without Cause, or (iii) the Grantee is not re-elected to the Board and circumstances constituting Cause other than as described in Paragraph 2(ddo not exist (each of clauses (i), including non(ii), and (iii), a “Qualifying Termination”): (x) if such Qualifying Termination occurs before August 3, 2019, a pro-renomination or non-reelection rata portion of Participant’s Board position or due to Participant’s death or disability the initial twelve and a half percent (as such term is defined in Section 22(e12.5%) of the CodeRestricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service in the current Fiscal Quarter), then will vest in full on the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor date of the Company Grantee’s Qualifying Termination and its Subsidiaries 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 release becoming effective and irrevocable Qualifying Termination occurs on or after August 3, 2019, any unvested shares of Restricted Stock that are outstanding as of immediately prior to the Qualifying Termination will vest in accordance with its termsfull on the date of the Grantee’s Qualifying Termination. (c) If Participant voluntarily resigns In the event the Grantee’s Qualifying Service terminates for any reason other than a Qualifying Termination (a “Non-Qualifying Termination”): (x) if such Non-Qualifying Termination occurs before August 3, 2019, a pro-rata portion of the initial twelve and a half percent (12.5%) of the Restricted Stock (based on the number of days the Grantee has provided Qualifying Service in the current Fiscal Quarter), will remain outstanding and eligible to vest according to its original vesting schedule set forth in Section 3(a) and the remainder of the Restricted Stock will be forfeited on the date of Grantee’s Non-Qualifying Termination; and (y) if such Qualifying Termination occurs on or after August 3, 2019, any unvested shares of Restricted Stock that are outstanding as Chief Executive Officer of immediately prior to December 31the Non-Qualifying Termination, 2024 without a new non-interim Chief Executive Officer having been appointed by will vest according to the Boardoriginal 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 Award, to Grantee will immediately forfeit the extent unvested, will be forfeited, whether or not Participant remains on unvested portion of the BoardRestricted 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 and subject to Section 15 7(a)(i) of the Plan, in Plan (the event Participant “Rollover Award”) and (ii) the Grantee’s Employment is involuntarily terminated by the Company (or its successor) without Cause within twenty-four the twelve (2412) months following a the Change in Control (as defined in the Plan)of Control, the Rollover Award shall be subject to acceleration as provided the extent still outstanding will vest in Section 15(c) full on the date of the PlanGrantee’s termination of Employment. (e) For purposes of this Agreement, the term “

Vesting. (i) The Restricted Stock Units awarded hereunder that have shall become vested and are no longer subject cease to forfeiture are referred to herein as “Vested Units.” be Restricted Stock Units awarded hereunder that are not vested and (but shall remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the other terms of this Agreement. The Award shall become vested in accordance with Agreement and the following schedule: (iPlan) 50% based on the achievement of the Award performance goal described on Annex A attached hereto; provided, that the Management Agreement shall not have been terminated (other than a termination by ZelnickMedia or its assignee with Good Reason (as defined in the Management Agreement) or by the Company without Cause (as defined in the Management Agreement)) (a “Termination”) prior to the achievement of the performance goal described on Annex A; provided, further, that any shares of Restricted Stock that do not vest on or prior to June [ ], 2012 shall be forfeited and shall revert back to the first anniversary Company without any payment to the Participant, and the Participant shall thereafter have no rights with respect to such shares of Restricted Stock; provided, further, that all shares of Restricted Stock shall immediately vest in the Grant Date, subject to Participant’s continuous service as an employee and/or member of event the Board through such date; and Management Agreement is terminated by the Company without Cause or by ZelnickMedia or its assignee for Good Reason. (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following of a Change in Control (as defined in the PlanManagement Agreement), then the Restricted Stock shall vest or be forfeited as follows: (A) If a Change in Control occurs on or prior to March 31, 2009, then (x) 180,000 shares of Restricted Stock shall become vested and cease to be Restricted Stock immediately prior to the consummation of such Change in Control, and (y) the Committee shall consider in good faith, taking into consideration such factors including, but not limited to, the contributions of ZelnickMedia and its personnel to the Company pursuant to the Management Agreement and otherwise, and recommend to the independent members of the Board a number of shares of Restricted Stock, if any, to become vested and cease to be Restricted Stock in connection with such Change in Control. The independent members of the Board shall consider such recommendation and determine in good faith, taking into consideration such factors including, but not limited to, the contributions of ZelnickMedia and its personnel to the Company pursuant to the Management Agreement and otherwise, the number of additional shares of Restricted Stock, if any, which shall become vested and cease to be Restricted Stock in connection with such Change in Control. Any remaining shares of Restricted Stock shall be forfeited to the Company without compensation other than the repayment of any par value paid by the Participant for such Shares (if any). (B) Notwithstanding anything to the contrary in clause (A) of this Section 3(c)(ii), if (w) prior to the Effective Date (as defined in the Second Amendment to the Management Agreement), the Award Company shall have received a bona fide indication of interest in, or offer to enter into, a business combination (an “Offer”) from a third party, (x) such Offer shall specify, with some degree of particularity, the material terms thereof, (y) the existence of the Offer is not publicly disclosed or confirmed by the Company or such third party prior to the Effective Date, and (z) the transaction proposed by such Offer is consummated prior to November 14, 2008 and the consummation of such transaction constitutes a Change in Control, then Section 3(c)(ii)(A) shall not apply and the Committee shall consider in good faith, taking into consideration such factors including, but not limited to, the contributions of ZelnickMedia and its personnel to the Company pursuant to the Management Agreement and otherwise, and recommend to the independent members of the Board a number of shares of Restricted Stock, if any, to become vested and cease to be Restricted Stock in connection with such Change in Control. The independent members of the Board shall consider such recommendation and determine in good faith, taking into consideration such factors including, but not limited to, the contributions of ZelnickMedia and its personnel to the Company pursuant to the Management Agreement and otherwise, the number of shares of Restricted Stock, if any, which shall become vested and cease to be Restricted Stock in connection with such Change in Control and the remaining shares of Restricted Stock shall be subject forfeited to acceleration as provided in Section 15(c) the Company without compensation other than the repayment of any par value paid by the PlanParticipant for such Shares (if any). (eC) For purposes If a Change in Control occurs on or following April 1, 2009, all shares of Restricted Stock shall become vested and cease to be Restricted Stock immediately prior to the consummation of such Change in Control. (iii) When any Shares of Restricted Stock become vested, the Company shall promptly issue and deliver, unless the Company is using a book entry or similar method pursuant to Section 8 of this Agreement, to the term “Participant a new stock certificate registered in the name of the Participant for such Shares without the legend set forth in Section 4 hereof and deliver to the Participant any related other RS Property, subject to applicable withholding.

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are All shares of Restricted Stock, if not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” earlier vested, shall vest on the third (a3rd) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as anniversary of the Grant Date (the “Vesting Date”), provided that on the Vesting Date, the Grantee is an active employee of SunTrust or a Subsidiary and has been in the continuous employment of SunTrust or a Subsidiary from the Grant Date through the Vesting Date, and further provided the Company has repaid its obligations under the U.S. Treasury’s Capital Purchase Program (“CPP). In no event shall be forfeitable unless the shares of Restricted Stock vest, and until otherwise vested pursuant Grantee shall forfeit the shares of Restricted Stock, if Grantee shall not have continued to perform substantial services for the Company for at least two years from the date of grant, other than due to the terms employee’s death or disability, or a change in control event (as defined in 26 CFR 1.280G–1, Q&A– 27 through Q&A–29 or as defined in 26 CFR 1.409A–3(i)(5)(i)) with respect to the Company before the second anniversary of this Agreementthe date of grant. The Award shall become vested If Grantee is not an active employee of SunTrust or a Subsidiary on the Vesting Date, Grantee forfeits all rights to any shares that would otherwise vest on the Vesting Date; provided, however, shares may vest prior to the Vesting Date in accordance with the following scheduleprovisions of § 3 or § 4. If the Company has not repaid its obligations under the U.S. Treasury’s Capital Purchase Program (“CPP”), on the vesting date, then the Shares of Restricted Stock shall not vest or otherwise become transferable until such CPP repayment (except as necessary to reflect a merger or acquisition of the Company), except that: (i) 25% of the shares of Restricted Stock granted may vest at the time of repayment of 25% of the aggregate obligations of the Company under the CPP; (ii) an additional 25% of the shares of Restricted Stock granted (for an aggregate total of 50% of the Award shall shares of Restricted Stock granted) may vest on at the first anniversary time of the Grant Date, subject to Participant’s continuous service as an employee and/or member repayment of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor aggregate obligations of the Company under the CPP; (iii) an additional 25% of the shares of Restricted Stock granted (for an aggregate total of 75% of the shares of Restricted Stock granted) may vest at the time of repayment of 75% of the aggregate obligations of the Company under the CPP; and its Subsidiaries and (iv) the remainder of the shares of Restricted Stock granted may vest at the time of repayment of 100% of the aggregate obligations of the Company under the CPP. In calculating such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Boardpercentages, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 portion of the Plan, in restricted stock units transferred or sold to pay taxes shall not count toward the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Planpercentages above. (e) For purposes of this Agreement, the term “

Vesting. The Restricted Stock Units awarded hereunder that have vested shall vest in installments, and are no longer subject the right to forfeiture are referred receive shares of Common Stock pursuant to herein as “Vested Units.” the Restricted Stock Units awarded hereunder that are not vested shall be based upon the Grantee’s “Continuous Service” (as defined below) to the Company and remain subject to forfeiture are referred to herein the achievement by the Company of the performance milestones set forth below. The Restricted Stock Units shall vest as “Unvested Units.”follows: (a) Participant’s Stock Units and rights in and to If the Common Stock subject to Company achieves all of the performance objectives set forth on Exhibit A attached hereto for the twelve month period ending December 31, 2010, then eighty percent (80%) of the Restricted Stock Units shall not be vested vest effective as of December 31, 2010, provided that the Grant Date and Grantee shall be forfeitable unless and until otherwise vested pursuant have provided Continuous Service to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% of the Award shall vest on the first anniversary of the Grant DateCompany through December 31, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”)2010. (b) If Participant the Company achieves all of the performance objectives set forth on Exhibit A attached hereto for the twelve month period ending December 31, 2011, then one hundred percent (100%) of the remaining unvested Restricted Stock Units shall vest effective as of December 31, 2011, provided that the Grantee shall have provided Continuous Service to the Company through December 31, 2011. (c) No additional Restricted Stock Units shall vest after the date of termination of Optionee’s “Continuous Service” (as defined below). (d) As used herein, the term “Continuous Service” means (i) employment by either the Company or any parent or subsidiary corporation of the Company, or by any successor entity following a Change in Control, which is terminated as Chief Executive Officer and uninterrupted except for vacations, illness, or leaves of absence which are approved in writing by the Company or any of such other employer corporations, if applicable, or (ii) service as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor Directors of the Company until Xxxxxxx resigns, is removed from office, or Grantee’s term of office expires and its Subsidiaries and such release becoming effective and irrevocable he or she is not reelected. The Grantee’s Continuous Service shall not terminate merely because of a change in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, capacity in which the Award, Grantee renders service to the extent unvestedCompany or a corporation or subsidiary corporation described in clause (i) above. For example, a change in the Grantee’s status from an employee to a Non-Employee Director will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 constitute an interruption of the PlanGrantee’s Continuous Service, provided there is no interruption in the event Participant is involuntarily terminated within twenty-four (24) months following Grantee’s performance of such services. Notwithstanding the foregoing, for any employee of a Change in Control (as defined in subsidiary of the Plan)Company located outside the United States, the Award such employee’s Continuous Service shall be subject deemed terminated upon the commencement of such employee’s “garden leave period,” “notice period,” or other similar period where such employee is being compensated by such subsidiary but not actively providing service to acceleration as provided in Section 15(c) of the Plansuch subsidiary. (e) For purposes of this Agreement, the term “

Vesting. 3.1 Except as otherwise provided herein, provided that the Grantee remains in Continuous Service (as defined below) through the applicable vesting date described below, the Restricted Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested will vest in accordance with the following schedule: schedule (i) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates togetherperiod during which restrictions apply, the “Vesting 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.” (b) If Participant 3.2 The 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 Grantee's unvested Restricted Stock Units shall be automatically forfeited upon such termination of Continuous Service and neither the 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 terminated as Chief Executive Officer and as party to a member 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 the Board without Cause other than as described a Change in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code)Control, then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award foregoing vesting schedule shall be subject deemed to acceleration as provided in Section 15(c) of the Plan. (e) incorporate by reference such provisions. For purposes of this Agreement, the term “Continuous Service” means that the Grantee’s service with the Company or an Affiliate, 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 a change in the capacity in which the Grantee renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Grantee renders such service, provided that there is no interruption or termination of the Grantee’s 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 case of any leave of absence approved by that party, including sick leave, military leave or any other personal or family leave of absence.

Vesting. Stock Units awarded hereunder (i) Provided that have vested and (A) the performance-based vesting conditions set forth on Exhibit A are no longer subject to forfeiture are referred to herein satisfied on or as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and of the end of any fiscal quarter prior to the Common Stock subject relevant vesting date identified in this Section and (B) the Grantee remains in continuous service as an Employee, Officer or Director from the Grant Date to the Stock Units relevant vesting date, and unless vesting occurs earlier pursuant to subsections (ii) and (iii) below, 25% of the RSUs (rounded to the nearest whole unit) granted hereunder shall not be vested as vest and become nonforfeitable on each of the fifth anniversary and sixth anniversary of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) remaining 50% of the Award RSUs granted hereunder shall vest and become nonforfeitable on the first seventh anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and . (ii) 50% Notwithstanding subsection (i) above, vesting of any then unvested RSUs shall occur on the first to occur of the Award shall vest following dates without regard to the conditions set forth on Exhibit A; provided the earlier of either (a) January 3, 2026, subject Grantee continues to Participant’s continuous service serve as an employee and/or member of Employee, Officer or Director from the Board through Grant Date to such employment date or that: (bA) the start of employment of a new non-interim Chief Executive OfficerGrantee terminates serving as an Employee, but Officer or Director due to Disability; or (B) the Grantee terminates serving as an Employee, Officer or Director due to death. (iii) The Committee may in no instance shall any its discretion accelerate the vesting of the Award occur all or any portion of any outstanding unvested RSUs prior to the one year anniversary expiration of Gxxxx Date, the periods provided in subsection (each of (ib)(i) and (ii), a “Vesting Date” and, above without regard to the Vesting Dates together, the “Vesting Period”).conditions set forth on Exhibit A. (biv) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination All vested RSUs shall be settled or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable paid in accordance with its termsSection 2(e). (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Plan. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein The Award will vest as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.”follows: (ai) Participant’s Stock 25% of the Performance Restricted Share Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as Award will vest on each of the first, second, third and fourth anniversaries of the Date of Grant Date and shall be forfeitable unless and until otherwise vested pursuant (or, if later, the date the Board determines that the applicable ROE (as defined below) threshold has been met), in each case if, anx xnly if, the consolidated return on equity of the Company, as determined by the Board, (the "ROE") for the immediately preceding calendar year equals or exceeds [__]%. (ii) If in any year the portion of the Performance Restricted Share Units subject to vesting for the terms of this Agreement. The Award shall become vested in accordance with the following schedule: first time under (i) 50above does not vest because the ROE for the immediately preceding calendar year was below the [__]% xxreshold set forth in (i) above, such portion of the Performance Restricted Share Units will vest on the next anniversary of the Date of Grant (or, if later, the date the Board determines that the applicable ROE threshold has been met), in each case if, and only if, the ROE xxx the two calendar year period immediately preceding such nexx xnniversary (for this purpose treating the ROE for any calendar year as not less than zero) equals or exceeds [__]% per annum, compounded annually. (iii) If any portion of the Performance Restricted Share Units subject to the Award fails to vest in two or more successive years due to the failure to achieve the required ROE thresholds, such portion of the Performance Restricted Share Unxxx will vest on the next anniversary of the Date of Grant (or, if later, the date the Board determines that the applicable ROE threshold has been met), in each case if, and only if, the ROE xxx the three calendar year period immediately preceding such nxxx anniversary (for this purpose treating the ROE for any calendar year as not less than zero) equals or exceeds [__]% per annum, compounded annually. (iv) Notwithstanding the foregoing, the Award shall vest in full on the first tenth anniversary of the Date of Grant Date, subject to Participant’s continuous service or upon an Early Termination (as an employee and/or member of the Board through such date; and defined in paragraph (iie) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”below). (bv) If Participant is terminated as Chief Executive Officer and as ROE determinations for a member period shall be made by the Board no later xxan the 20th day of February next following the end of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its termsperiod. (cvi) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, The portion of the Award, to the extent unvestedif any, will be forfeited, whether or that is not Participant remains on the Board. (d) In accordance with and subject to Section 15 vested immediately following termination of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award Grantee's employment shall be subject to acceleration as provided in Section 15(c) of the Planimmediately forfeited. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested (i) The IH1 Vested Shares, IH2 Vested Shares, IH3 Vested Shares, IH4 Vested Shares, IH5 Vested Shares and are no longer subject to forfeiture are referred to herein as “IH6 Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units Shares shall not be vested as of subject to any vesting conditions. (ii) The Unvested Restricted Shares shall vest and become Vested Shares, with respect to (i) the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested IH1 Unvested Restricted Shares, in accordance with the following schedule: (i) 50% of the Award shall vest on the first anniversary of the Grant DateSchedule A, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either IH2 Unvested Restricted Shares, in accordance with Schedule B, (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (biii) the start of employment of a new non-interim Chief Executive OfficerIH3 Unvested Restricted Shares, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Dateaccordance with Schedule C, (iv) the IH4 Unvested Restricted Shares, in accordance with Schedule D, (v) the IH5 Unvested Restricted Shares, in accordance with Schedule E and (vi) the IH6 Unvested Restricted Shares, in accordance with Schedule F, in the case of each of (i) and (ii)Schedules A through F, a “Vesting Date” andas attached hereto. To the extent the number of Unvested Restricted Shares is not evenly divisible by the number of vesting dates set forth in the applicable Schedule, the Vesting Dates together, vesting installments shall be as equal as possible with the “Vesting Period”)smaller installments vesting first. (biii) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of employment with the Company and its Subsidiaries is terminated at any time, all Unvested Restricted Shares shall automatically and such release becoming effective immediately be forfeited and irrevocable canceled (after giving effect to any acceleration of vesting or other applicable terms set forth in accordance Schedules A through F attached hereto). In addition, if (x) the Participant’s employment with the Company and its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed Subsidiaries is terminated by the BoardCompany for Cause or (y) the Participant resigns at a time when grounds for a termination of the Participant’s employment for Cause existed, in either case, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Boardshall forfeit any Vested Shares for no consideration. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Plan. (e) For purposes of this Agreement, the term “

Vesting. The term “vest” as used herein with respect to any Restricted Stock Units awarded hereunder that have vested and are no longer subject Unit means the lapsing of the restrictions described herein with respect to forfeiture are referred to herein such Restricted Stock Unit. Unless earlier terminated, forfeited, relinquished or expired, the Award shall vest as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.”follows: (a) Participant’s Stock Units Twelve and rights in and to a half percent (12.5%) of the Common Stock subject to the Restricted Stock Units shall not be vested as vest beginning on the last day of the Grant Date fiscal quarter of the Company (each, a “Fiscal Quarter”) in which the grant is made and shall be forfeitable unless and until otherwise vested on each subsequent Fiscal Quarter-end of the Company, provided that, through each such vesting date, (i) the Grantee has remained in continuous Employment as Chief Executive Officer pursuant to the terms offer letter agreement between the Grantee, Michaels Stores, Inc. and the Company, made and entered into as of this Agreement. The Award shall become vested in accordance with February 28, 2019 and amended, effective October 21, 2019 (as may be further amended from time to time, the following schedule: “Offer Letter”), or (iy) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous through his service as an employee and/or a member of the Board through such date; Company’s board of directors (the “Board”) (each of clauses (x) and (y), “Qualifying Service”) and (ii) 50% of has not breached the Award shall vest on covenants set forth in Section 10 herein. (b) In the earlier of either event (ai) January 3the Grantee’s Employment as Chief Executive Officer pursuant to the Offer Letter is terminated (x) by the Company without Cause, 2026, subject provided that the Grantee no longer continues to Participant’s continuous service serve as an employee and/or a member of the Board through such employment date Company’s Board, (y) due to the Grantee’s Disability, provided that the Grantee no longer continues to serve as a member of the Company’s Board, or (bz) by reason of the Grantee’s death, or (ii) following the Grantee’s termination of Employment as Chief Executive Officer pursuant to the Officer Letter for any reason other than for Cause, (x) the start of employment of a new nonGrantee’s service on the Board is terminated without Cause, or (y) the Grantee is not re-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior elected to the one year anniversary of Gxxxx Date, Board (each of clauses (i) and (ii), provided that circumstances constituting Cause do not exist, a “Vesting Date” andQualifying Termination”): (x) if such Qualifying Termination occurs before February 1, the Vesting Dates together2020, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member pro-rata portion of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability initial twelve and a half percent (as such term is defined in Section 22(e12.5%) of the CodeRestricted Stock Units eligible to vest (based on the number of days the Grantee has provided Qualifying Service in the current Fiscal Quarter), then will vest in full on the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor date of the Company Grantee’s Qualifying Termination and its Subsidiaries the remainder of the Restricted Stock Units granted to the Grantee hereunder will be forfeited on the date of the Grantee’s Qualifying Termination; and (y) if such release becoming effective and irrevocable Qualifying Termination occurs on or after February 1, 2020, any unvested Restricted Stock Units that are outstanding as of immediately prior to the Qualifying Termination will vest in accordance with its termsfull on the date of the Grantee’s Qualifying Termination. (c) If Participant voluntarily resigns In the event the Grantee’s Qualifying Service terminates for any reason other than a Qualifying Termination and other than by reason of a termination of the Grantee’s Employment by the Company or Michaels Stores, Inc. for Cause (a “Non-Qualifying Termination”): (x) if such Non-Qualifying Termination occurs before February 1, 2020, a pro-rata portion of the initial twelve and a half percent (12.5%) of the Restricted Stock Units (based on the number of days the Grantee has provided Qualifying Service in the current Fiscal Quarter), will remain outstanding and eligible to vest according to its original vesting schedule set forth in Section 3(a) and the remainder of the Restricted Stock Units will be forfeited on the date of Grantee’s Non-Qualifying Termination; and (y) if such Non-Qualifying Termination occurs on or after February 1, 2020, any unvested Restricted Stock Units that are outstanding as Chief Executive Officer of immediately prior to December 31the Non-Qualifying Termination, 2024 without a new non-interim Chief Executive Officer having been appointed will vest according to the original vesting schedule set forth in Section 3(a). Notwithstanding the foregoing, in the event the Grantee’s Employment is terminated by the BoardCompany or Michaels Stores, Inc. for Cause or the Grantee breaches any of the restrictive covenants set forth in Section 10 below, the Award, to Grantee will immediately forfeit the extent unvested, will be forfeited, whether or not Participant remains on unvested portion of the BoardRestricted Stock Units that the Grantee then holds. (d) In the event (i) the Restricted Stock Units (or any portion thereof) are 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 Units (or any portion thereof) in accordance with and subject to Section 15 7(a)(i) of the PlanPlan (the “Rollover Award”) and (ii) the Grantee’s Qualifying Service is terminated by the Company or Michaels Stores, in Inc. (or any of their successors) without Cause within the event Participant is involuntarily terminated within twenty-four twelve (2412) months following the Change of Control, the Rollover Award to the extent still outstanding will vest in full on the date of the Grantee’s termination of Qualifying Service. For the avoidance of doubt, if the Administrator does not provide for such assumption, continuation, or substitution in connection with a Change of Control, then the treatment of the Restricted Stock Units in such Change of Control (as defined in the Plan), the Award shall will be subject to acceleration as provided for by the Administrator in its sole discretion pursuant to Section 15(c7(a)(2) through Section 7(a)(5) of the Plan. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(ctwo vesting conditions, each of which must be satisfied: (a) time-based vesting equal to 16.67% of the Plan. number of RSUs subject to the award (erounded to the nearest whole share) on July 14, 2013 and on each six-month anniversary of July 14, 2013 (unless such date shall be a day on which the U.S. stock exchanges are closed, in which case the vesting date shall be extended to the next succeeding business day); and (b) a performance-based condition of written certification by the Compensation Committee of the Board of Directors of the Company of positive fully-diluted earnings per share of the Company (subject to adjustment for certain extraordinary items) for any of the first five fiscal years ending after the grant date. If and when the 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. If the performance-based condition is not met, all RSUs will be forfeited. Upon vesting, each RSU shall automatically be converted into one share of common stock of the Company and a certificate representing such share shall be delivered to the Key Person as promptly as practicable thereafter. For purposes of this Agreementdetermining the EPS of the Company in any particular fiscal year, the term EPS shall be increased to the extent that EPS was reduced in accordance with generally accepted accounting principles (“GAAP”) by objectively determinable amounts due to: 1. A change in accounting policy or GAAP; 2. Dispositions of assets or businesses; 3. Asset impairments; 4. Amounts incurred in connection with any financing; 5. Losses on interest rate swaps resulting from xxxx to market adjustments or discontinuing xxxxxx; 6. Board approved restructuring or similar charges including but not limited to charges in conjunction with or in anticipation of an acquisition; 7. Losses related to environmental, legal, product liability or other contingencies; 8. Changes in tax laws; 9. Losses from discontinued operations; and 10. Other extraordinary, unusual or infrequently occurring items as disclosed in the Company's financial statements or filings under the Securities Exchange Act of 1934.

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% of the Award Restricted Shares shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”).follows: (b) If Participant 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 Key Employee; (ii) all Restricted Shares shall vest in the event that the Key Employee is terminated discharged by the Trust without Cause as defined in the Plan and at the time of such discharge, the individual holding the title of Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection Trust is not the same individual that holds the title of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by of the Board, Trust as of the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board.date of this Agreement; and (diii) In accordance with and subject to Section 15 of all Restricted Shares shall vest if the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control Key Employee shall incur an Involuntary Termination (as defined in the Plan), ) during the Award shall be subject to acceleration as provided one year period commencing with the occurrence of a Change in Section 15(c) of the PlanControl. (ec) For purposes As soon as reasonably practicable after the vesting of all or any portion of the Restricted 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 Restricted Shares (“Tax Notice”). Key Employee or Key Employee’s legal representative, as applicable, shall tender to the Trust the amount specified in the Tax Notice within five (5) business days after the date of the Tax Notice, or such longer period of time as the Trust may designate. The Trust shall not be required to remove the restrictions on such Shares until such time as the Key Employee or the Key Employee’s legal representative, as applicable, shall have paid such tax withholding amount in full. The Trust, at its sole discretion and on such terms and conditions determined by the Trust from time to time, may permit the Key Employee or the Key Employee’s legal representative to satisfy the minimum tax withholding obligations through the sale of all or a portion of such Shares resulting from this Agreement or by a return to the Trust of a number of Shares having a fair market value equal to the withholding amount due. In the event Key Employee or Key Employee’s legal representative, as applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Trust may, in its sole discretion, satisfy such tax and withholding obligations by: (i) returning to the Trust all or a portion of the Shares issued under this Agreement thereby withholding benefits under this Agreement; or (ii) withholding the required amounts from other amounts due the Key Employee or Key Employee’s legal representative, as applicable. The Trust is authorized to pay over to the term “appropriate authority, all federal, state, county, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling.

Vesting. Stock Units awarded hereunder Subject to the terms, conditions, and limitations set forth herein, the Vesting Date for the Restricted Shares shall occur on [the third anniversary of the effective date of the grant set forth above (and on such date the Restricted Shares shall become 100% vested)], provided that the Grantee is a full-time employee of CompuCredit (or one of its subsidiaries) on the applicable date. [In addition, until the date set forth above, and provided that the Grantee is either on the Board of Directors of CompuCredit (or one of its subsidiaries) or a full-time employee of CompuCredit (or one of its subsidiaries) at the time of a “change in control,” any Restricted Shares that theretofore have not vested and are no longer subject to forfeiture are referred to herein as shall immediately vest upon a “Vested Unitschange in control.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as For these purposes, a “Unvested Units.” (a) Participant’s Stock Units and rights change in and to control” shall mean the Common Stock subject to the Stock Units shall not be vested as acquisition of 50% or more of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to “beneficial ownership” of the voting equity securities of CompuCredit (on a fully diluted as-converted basis) by any person or “group” (with the terms “beneficial ownership” and “group” having the meaning given to them for purposes of this Agreement. The Award shall become vested in accordance with Schedule 13D under the following schedule: Securities Exchange Act of 1934) other than (i) 50% Xxxxx X. Xxxxx, III, Xxxxx X. Xxxxx, their spouses, their descendants and the spouses of the Award shall vest on the first anniversary of the Grant Datetheir descendants, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% trusts and other entities established generally for the benefit of Xxxxx X. Xxxxx, III, Xxxxx X. Xxxxx, their spouses, their descendants and the spouses of their descendants, and/or (iii) charitable trusts, foundations or similar entities established by any of the Award foregoing.] Notwithstanding the foregoing, any Restricted Shares that theretofore have not vested shall immediately vest on upon termination by CompuCredit (or its subsidiary) of Grantee’s employment other than for Cause or in the earlier case of either death or Disability of Grantee. A transfer of Grantee from CompuCredit to a subsidiary or vice versa shall not constitute a termination for these purposes. Upon vesting CompuCredit shall retain (aor if it is not then holding the shares, receive) January 3shares of Common Stock having a Fair Market Value, 2026at the time of vesting, subject equal to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive OfficerTax Withholding, but in no instance shall any vesting of the Award occur unless prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, Date the Vesting Dates together, Grantee has made arrangements satisfactory to CompuCredit regarding the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member payment of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its termsTax Withholding. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Plan. (e) For purposes of this Agreement, the term “

Vesting. The RSUs will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.”will be immediately transferable thereafter (and, in any event, within 70 days thereafter). Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) upon the occurrence of any of the following events: (a) Participantthe Employee’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or death; (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of ParticipantEmployee’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms.Disability; (c) If Participant voluntarily resigns a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as Chief Executive Officer of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to December 31the Expiration Date of the Employee’s Award, 2024 without this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a new non-interim Chief Executive Officer having been appointed Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the Boardsuccessor corporation, preserving the Award, terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the extent unvestedparticipants as those existing as of the effective date of the Change in Control and that otherwise comply with, will and do not result in a violation of, Section 409A of the Code, which replacement shall be forfeited, whether or not Participant remains on subject to the Board.Compensation Committee’s approval; (d) In accordance with and subject to Section 15 an involuntary Termination of Employment of the Plan, in Employee’s employment by the event Participant is involuntarily terminated Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Plan.Company occurs; or (e) For purposes a voluntary Termination of this AgreementEmployment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. All RSUs will be forfeited upon termination of the Employee’s employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the term “Company upon or after attaining age 62 and 5 Years of Service.

Vesting. The term “vest” as used herein with respect to any Restricted Stock Units awarded hereunder that have vested and are no longer Unit means the lapsing of the restrictions described herein with respect to such Restricted Stock Unit. Unless earlier terminated, forfeited, relinquished or expired, the Award shall vest as follows, provided in each case (subject to forfeiture are referred to herein Section 3(b) below) that the Grantee has remained in continuous Employment as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.”Chief Executive Officer of Michaels Stores, Inc. from the Date of Grant through the applicable vesting date: (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: Fifty percent (i50%) 50% of the Award shall vest on each anniversary of the Date of Xxxxx. (b) Upon the Grantee’s termination of Employment as Chief Executive Officer of Michaels Stores, Inc. by the Company or Michaels Stores, Inc. without Cause (except where Cause exists), the Award will vest as to that portion that would otherwise vest on the next anniversary of the Date of Grant, pro rated based on the number of days since the last annual vesting date (or the Date of Grant if such termination occurs prior to the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member Date of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (iiGrant), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns In the event (i) the Restricted Stock Units (or any portion thereof) are 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 Units (or any portion thereof) in accordance with Section 7(a)(i) of the Plan (the “Rollover Award”) and (ii) the Grantee’s Employment as Chief Executive Officer prior of Michaels Stores, Inc. by the Company or Michaels Stores, Inc. is terminated by the Company or Michaels Stores, Inc. (or one of their successors) without Cause within the twelve (12) months following the Change of Control, the Rollover Award to December 31, 2024 without a new non-interim the extent still outstanding will vest in full on the date of the termination of the Grantee’s Employment as Chief Executive Officer having been appointed of Michaels Stores, Inc. For the avoidance of doubt, if the Administrator does not provide for such assumption, continuation, or substitution in connection with a Change of Control, then the treatment of the Restricted Stock Units in such Change of Control will be as provided for by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject Administrator in its sole discretion pursuant to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (247(a)(2) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in through Section 15(c7(a)(5) of the Plan. (e) For purposes of this Agreement, the term “

Vesting. The Stock Units, if any, credited to your Account in accordance with Section 1 above shall be subject to the following vesting schedule: (i) The Stock Units awarded hereunder shall vest on November 30, 2013 (the “Vesting Date”), provided that have vested and you are no longer subject to forfeiture are referred to herein as “Vested Unitscontinuously employed by Teradata until the Vesting Date.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (aii) ParticipantIf you cease to be employed by Teradata due to (A) your death, or (B) your Disability (defined by reference to Teradata’s Stock Units and rights long-term disability plan that covers you), in and either case after the end of the Performance Period but prior to the Common Stock subject to Vesting Date, then the Stock Units shall not be become fully vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through upon such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”)termination. (biii) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due you cease to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer be employed by Teradata prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan) due to (A) your Retirement (defined as termination by you of your employment with Teradata at or after age 55 with the consent of the Committee); or (B) a reduction-in-force, in either case after the end of the Performance Period but prior to the Vesting Date, then a pro rata portion of the Stock Units credited to your Account shall become fully vested upon such termination, determined by multiplying the number of Stock Units by a fraction, the numerator of which is the number of full and partial months of employment you completed commencing with January 1, 2011, and the denominator of which is 36 months (subject to such rounding conventions as may be implemented from time-to-time by Teradata’s third party Plan administrator). The remaining number of Stock Units shall be forfeited without further action or notice. (iv) If a Change in Control occurs after the end of the Performance Period and prior to the Vesting Date, and the Stock Units are not assumed, converted or replaced by the continuing entity, then the Stock Units shall vest upon the Change in Control. (v) If a Change in Control occurs after the end of the Performance Period and prior to the Vesting Date, and the Stock Units are assumed, converted or replaced by the continuing entity, then the Stock Units shall vest in full, provided that you remain employed with Teradata through the earliest of (A) the Vesting Date, (B) the date that Teradata terminates your employment without Cause (as such term is defined in the Plan), (C) the date your employment with Teradata terminates due to death, Disability, Retirement, a reduction-in-force, or (D) if you are a participant in the Teradata Change in Control Severance Plan, a Teradata Severance Policy or a similar arrangement that defines “Good Reason” in the context of a resignation following a Change in Control (a “CIC Plan”), the Award shall be subject to acceleration date you terminate your employment with Teradata for “Good Reason” as defined in the CIC Plan, provided that such termination occurs within the two-year period commencing on the Change in Section 15(c) of the PlanControl. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested and are no longer The Shares being granted to the Grantee shall, subject to forfeiture are referred to herein forfeiture, vest, as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.”follows: (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50100% of the Award Shares shall vest on the first anniversary upon completion of the Grant Date, subject to Participant’s continuous service 2015 annual audit if the Corporation meets its 2015 objectives as an employee and/or member approved by the Compensation Committee of the Board through such dateof Directors; and or (ii) 50% If the Corporation does not meet its 2015 objectives, Shares shall vest upon completion of the Award shall vest on 2016 or 2017 annual audit if the earlier of either (a) January 3, 2026, subject to Participant’s continuous service Corporation meets the respective years objectives as an employee and/or member approved by the Compensation Committee of the Board through such of Directors; or (iii) In the event Executive’s employment date or service with the Corporation or any subsidiary terminates or Non-Employee Director’s membership on the Board terminates by reason of: (A) the Executive’s or Non-Employee Director’s Retirement (as hereafter defined); (B) the Executive’s or Non-Employee Director’s Disability (as hereafter defined); (C) the termination of the Executive’s employment by the Corporation or a subsidiary of the Corporation in the absence of Cause (an “Involuntary Termination Without Cause”); or (bD) the start Executive’s voluntary termination of employment of Employment for Good Reason (as hereafter defined) (a new non-interim Chief Executive Officer“Good Reason Termination”), but in no instance the Shares shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Dateimmediately vest; however, (each of (iE) and (ii), a “Vesting Date” and, if the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of Executive’s employment or Non-Employee Director’s membership on the Board without Cause terminates for any reason other than as described in Paragraph 2(dSection 2(a)(iii)(A)(B)(C) or (D), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) the vesting of the Code)Restricted Shares, then shall, on the Award date of such termination, cease and any unvested Restricted Shares shall become thereupon be forfeited immediately vested, contingent upon Participant executing a general release of claims in favor of and revert to the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms.without further action; or (civ) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by Upon the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 date of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(chereinafter defined) of the Plan. Corporation, all unvested Shares shall automatically and immediately vest, (e) For purposes of this Agreementin each such case, the term “Vested Shares”).

Vesting. Stock The Restricted Units awarded hereunder that have vested shall vest and are no longer subject to forfeiture are referred to herein as become “Vested Units” as and to the extent provided for in this Section 3.” Stock (a) The Restricted Units awarded granted hereunder shall become Vested Units as follows: 1/4th of the Restricted Units shall become Vested Units on [DATE] [ONE YEAR FROM THE VESTING COMMENCEMENT DATE] (the “Initial Vesting Date”), and 1/48th of the Restricted Units shall become Vested Units on each monthly anniversary of the Initial Vesting Date (i.e., beginning on [DATE] and ending on [DATE]), in each case so long as each such vesting date is prior to the date of the termination of Grantee’s Service Relationship except as otherwise provided in this Section 3. (b) Any Restricted Units granted hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Vested Units and rights in and immediately prior to the Common Stock date of a Company Sale (as defined in the LLC Agreement) shall become Vested Units upon the date of a Company Sale, subject to the Stock Units Grantee’s continued employment through such date except as otherwise provided in Section 3(g) hereof. (c) For purposes of this Section 3, “Cause” (A) shall not be vested as mean with respect to any Person that is engaged under, or party to, a written employment, services or equity incentive agreement with the Company (or any Subsidiary) which includes a definition of the Grant Date and “for cause” or “Cause”, shall be forfeitable unless as defined in such agreement and until otherwise vested pursuant to the terms of this Agreement. The Award otherwise, (B) shall become vested in accordance with the following schedule: mean (i) 50% the Grantee’s (A) plea of the Award shall vest guilty or nolo contendere to, or indictment for, any felony or (B) conviction of a crime involving moral turpitude that has had or could reasonably be expected to have a material adverse effect on the first anniversary Company or any of its Subsidiaries (collectively, the Grant Date“Company Group”), subject to Participant(ii) the Grantee’s continuous service as commitment of an employee and/or act of fraud, embezzlement, misappropriation or breach of fiduciary duty against any member of the Board through such date; and Company Group, (iiiii) 50% the Grantee’s failure for any reason after ten (10) days written notice thereof to correct or cease any refusal or willful failure to comply with the lawful, reasonably appropriate requirement of the Award shall vest on Company (or any Subsidiary), as communicated by the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member Chief Executive Officer of the Company or the Board through such employment date in writing, (iv) the Grantee’s chronic absence from work other than for medical reasons, (v) the Grantee’s use of illegal drugs that has materially affected the performance of the Grantee’s duties, (vi) gross negligence or willful misconduct in the Grantee’s duties that has caused substantial injury to the Company (or any Subsidiary), or (bvii) the start Grantee’s breach of employment of a new non-interim Chief Executive Officerany material provision under this Award or any employment, but in no instance shall any vesting of the Award occur prior independent contractor other agreement with respect to the one year anniversary Grantee’s Service Relationship, any agreement regarding confidentiality or assignment of Gxxxx Dateintellectual rights to the Company (or any Subsidiary) in connection with such Service Relationship (each, (each a “Service Relationship Agreement”). For the avoidance of doubt, the occurrence of any event described in subsections (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due above shall be deemed to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed be incurable by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the BoardGrantee. (d) In accordance with the event that (i) the Grantee’s Service Relationship is terminated by the Company (or any Subsidiary) for Cause, or (ii) the Grantee violates the terms of this Award, the LLC Agreement or any other agreement governing his or her Service Relationship (any such event described in the foregoing clause (i) or (ii) hereof, a “Trigger Event”), then upon such event, (A) the Grantee shall automatically, and without any action being required on the part of the Company, forfeit that portion of the Restricted Units which are not at such time Vested Units and (B) for a period of four (4) months from the date of such Trigger Event, the Company shall have the option to purchase all or part of the Restricted Units that are Vested Units, at a price per Unit equal to $0.00. The Grantee hereby acknowledges that, inasmuch as the calculation of the actual damages that would be sustained by the Company as a result of a Trigger Event would be difficult, if not impossible, to ascertain, estimate or determine, the forfeiture and/or repurchase of the Restricted Units pursuant to this Section 3(d) shall constitute liquidated damages in a reasonable amount for the harm caused by such Trigger Event. The Grantee agrees that any such forfeiture and/or repurchase of the Restricted Units is compensation for damages and not a penalty. (e) In the event that the Grantee’s Service Relationship is terminated (i) due to the death or disability of the Grantee, (ii), by the Company (or any Subsidiary) without Cause or (iii) as a result of retirement or resignation of the Grantee for any reason whatsoever, then upon such event, (A) the Grantee shall automatically, and without any action being required on the part of the Company, forfeit that portion of the Restricted Units which are not at such time Vested Units (subject to Section 15 3(g) below in case of a termination in accordance with clause (i) hereof) and (B) for a period of four (4) months from the date of such event, the Company shall have the option to purchase all or part of the PlanRestricted Units that are Vested Units, in at a price per Unit equal to the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control Unit Fair Market Value of such Unit (as defined in the PlanLLC Agreement) (the “Vested Unit Redemption Amount”). (f) If, within the three (3) month period following the termination of the Grantee’s Service Relationship in accordance with clause (i) or (ii) of Section 3(e) (the “Tail Period”), the Award Company consummates a Company Sale, then (i) any portion of the Restricted Units that, at the time of such termination, were not Vested Units and did not otherwise become Vested Units following or as a result of such termination shall automatically be deemed Vested Units effective as of such Company Sale, and the Grantee shall be subject entitled to acceleration as provided receive consideration with respect to such Vested Units in connection with such Company Sale; and (ii) to the extent the Company previously exercised its repurchase right in accordance with this Section 15(c3, the Company shall pay to the Grantee the difference, if any, between the repurchase price paid to the Grantee and the amount the Grantee would have received for his or her Vested Units upon the Company Sale if the Company had not exercised its repurchase right; provided, that if a Company Sale is not consummated within the applicable Tail Period, then any remaining Restricted Units that are not Vested Units (after giving effect to the Vesting Credit) shall be immediately forfeited at the end of such Tail Period. For the avoidance of doubt, the Annual Compounding of the PlanParticipation Threshold shall continue to apply to the extent the Restricted Units remain outstanding during any Tail Period. (eg) For purposes of this AgreementNotwithstanding the foregoing, the repurchase rights in this Section 3 shall terminate on the earlier to occur of (i) a Company Sale or (ii) a Qualified Public Offering. If the Company elects to repurchase Vested Units from the Grantee pursuant to this Section 3, the Company shall deliver written notice of its election to the Grantee (a “Repurchase Notice”). The Repurchase Notice shall set forth the number of Vested Units to be repurchased from the Grantee, the aggregate consideration to be paid for such Vested Units, and the time and place for the closing of the transaction. The closing of the repurchase of the Vested Units pursuant to the Repurchase Notice shall take place on the date designated by the Company in the Repurchase Notice. The Company may pay for the Vested Units to be purchased pursuant to the Repurchase Notice, at its election, by (i) check or (ii) wire transfer of immediately available funds. Notwithstanding the foregoing, to the extent the Board of Directors determines in its reasonable discretion that the terms of any agreement evidencing any indebtedness of the Company or any of its Subsidiaries would prohibit the Company from paying the entire amount of any Vested Unit Redemption Amount in cash during the four (4) month period after the applicable termination event, the Company shall have the right, but not the obligation, to pay all or any portion of such Vested Unit Redemption Amount (but only to the extent so prohibited) by executing and delivering to the Grantee an unsecured promissory note issued by the Company for the Vested Unit Redemption Amount. Such note shall mature on the earlier to occur of (i) the third anniversary of the date of such note and (ii) a Liquidation Event (as defined in the LLC Agreement), the dissolution of the Company in accordance with Section 17.01 of the LLC Agreement or an initial Public Offering (as defined in the LLC Agreement). The principal amount of each such note shall be payable in equal annual installments, and the due date of the first installment shall be fixed by the Board of Directors no later than the first anniversary of the date of such note; provided, that to the extent the Board of Directors determines in its reasonable discretion that the terms of any agreement evidencing any indebtedness of the Company or any of its Subsidiaries would prohibit the Company from paying any installment (or any portion thereof) in cash on the original due date of such installment, such installment (or such portion thereof) shall be deferred and shall become due and payable upon the due date of the next installment or, if applicable, upon the maturity of the note. Interest shall accrue on the outstanding principal balance of any such note from the date of such note until the date such principal amount is repaid at an annually compounded rate per annum equal to the lesser of (A) The Wall Street Journal prime rate or (B) the maximum rate permissible under applicable Law (as defined in the LLC Agreement); provided, further, that in no event shall the rate of interest be lower than the short-term “Applicable Federal Rate, compounded semiannually, for the month in which the note is issued, and such interest shall be payable to the Grantee annually starting on the due date of the first installment. In connection with any such repurchase of Vested Units, the Company will be entitled to receive customary representations and warranties from the Grantee regarding the valid ownership of such Units, free of all liens and encumbrances (other than those arising under applicable securities Laws), and the Grantee’s authority, power and right to sell such Units without violating any other agreement. Any Vested Units repurchased by the Company under this Section 3 shall be deemed canceled and available for future issuance pursuant to the LLC Agreement.

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units The Award shall vest and rights in and to become unrestricted at the Common Stock subject to rate of one-fifth of the Stock Units shall not be vested as of Award per each vesting date, for the period commencing on the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to ending on May 10, 2010, provided that the terms of this Agreement. The Award shall become vested in accordance Participant is continuously employed with the following schedule: Company through each such vesting date for such Shares to vest, as shown immediately below (iexcept as otherwise provided herein) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and”): Vesting Date Shares Vesting May 10, the Vesting Dates together2006 31,800 May 10, the “Vesting Period”).2007 31,800 May 10, 2008 31,800 May 10, 2009 31,800 May 10, 2010 31,800 (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following shall undergo a Change in Control (as defined in Section 10(a) of the PlanParticipant’s Employment Agreement with the Company dated June 29, 2005 (the “Employment Agreement”)), any then-unvested Shares shall then vest and become unrestricted if and to the Award extent that then-unvested Awards of Restricted Stock or Restricted Stock Units granted to other senior executives of the Company become vested thereupon. (c) If the Participant’s employment with the Company is terminated (i) by the Company without Cause (as defined in Section 7(c) of the Employment Agreement) or due to the Participant’s Disability (as defined in Section 7(a) of the Employment Agreement)), (ii) by the Participant for Good Reason (as defined in Section 7(e) of the Employment Agreement) or (iii) due to the Participant’s death, then any Shares of Restricted Stock unvested on the date of termination shall be subject to acceleration immediately fully vest and become unrestricted. (d) If the Participant’s employment with the Company terminates for any reason other than as provided in Section 15(c2(c) hereof, the portion of the PlanAward which is not vested as of the date of termination shall be forfeited by the Participant and such portion shall be cancelled by the Company. The Participant irrevocably grants to the Company the power of attorney to transfer any unvested Shares forfeited to the Company and agrees to execute any document required by the Company in connection with such forfeiture and transfer. (e) For purposes Upon the vesting of Shares of Restricted Stock pursuant to this AgreementSection 2, the term “all restrictions on such vested Shares shall lapse and such Shares shall become unrestricted and freely transferable.

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant Subject to the terms and conditions of this Agreement. The Award , the Earned PRSUs (as defined below), if any, shall vest, and the restrictions with respect to the PRSUs shall lapse, on the dates and in the amounts set forth in this Agreement if you remain continuously employed by the Company or an Affiliate of the Company until the date you become vested in accordance with the terms and conditions of this Agreement. (b) The number of PRSUs that shall become earned, if any (the “Earned PRSUs”), following schedulethe end of the period commencing on [For relative performance awards – the Grant Date][For absolute performance awards – June 1, 2015] (the “Commencement Date”) and ending on [Insert Last Day of Fiscal Year 2018] (the “Performance Period”) shall be determined by multiplying the PRSUs by the Earned Percentage, calculated as set forth in Exhibit A to this Agreement, and may range from zero to one hundred fifty percent (150%) of the PRSUs. (c) The Earned PRSUs, if any, shall vest as follows: (i) fifty percent (50% of the Award %) shall vest on the first third anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) fifty percent (50% of the Award %) shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member fourth anniversary of the Board through such employment date or Grant Date (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting PeriodEnd Date”). (bd) If Participant is terminated as Chief Executive Officer and as a member The calculations under this Section 3 shall be made by the Committee following the end of the Board without Cause other than Performance Period and any vesting resulting from such calculations shall be effective as described in Paragraph 2(d)of the applicable vesting date. Any PRSUs that do not vest on a vesting date pursuant to the terms of Section 3 or 5 shall be immediately and irrevocably forfeited, including non-renomination or non-reelection of Participant’s Board position or due the right to Participant’s death or disability (as such term is defined in Section 22(ereceive cash payments and other distributions pursuant to Sections 8(b) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns hereof, as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Plansuch vesting date. (e) For purposes The Committee administering the Plan shall have the authority to make any determinations regarding questions arising from the application of the provisions of this AgreementSection 3, which determination shall be final, conclusive and binding on you and the term “Company.

Vesting. Stock Subject to the Participant’s not having a Termination of Relationship prior to the applicable vesting date, the Deferred Units awarded hereunder shall vest and become nonforfeitable (any Deferred Units that shall have vested and are no longer subject become non-forfeitable pursuant to forfeiture are referred to herein as this Section 4, the “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein ”) as “Unvested Units.”follows: (a) Participant’s Stock Units and rights in and to Tranche A Deferred Units. Twenty-five percent (25%) of the Common Stock subject to the Stock Tranche A Deferred Units shall become Vested Units on each of December 31, 2011, December 31, 2012, December 31, 2013 and December 31, 2014 (any such Tranche A Deferred Units that become Vested Units pursuant to this sentence, the “Time Vested Tranche A Deferred Units”). Upon a Complete Change in Control (other than in connection with a Qualified Public Offering), (provided, however, that the Complete Change in Control shall not be vested have been deemed to occur unless such change in control qualifies as a “change in the ownership,” a “change on the effective control” or a “change in the ownership of a substantial portion of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to assets” of the terms of this Agreement. The Award shall become vested Company, in each case as determined in accordance with Section 409A of the following schedule: Code and the regulations thereunder) (i) 50such date, the “Tranche A Acceleration Date”), 100% of the Award Tranche A Deferred Units which have not theretofore become Vested Units and which are scheduled to vest on each of the remaining vesting dates set forth in the previous sentence will vest on the date that is six (6) months following the Tranche A Acceleration Date, provided that the Participant remains in continuous employment with or service to the Company or a Subsidiary for the six (6) month period following such Tranche A Acceleration Date; provided, however, that in the event that the Participant has a Termination of Relationship during the period of time following the Tranche A Acceleration Date and prior to the six (6) month anniversary of the Tranche A Acceleration Date, as a result of his or her death, Disability, termination of employment or services by the Company or a Subsidiary without Cause or resignation from employment or services with Good Reason, 100% of the Tranche A Deferred Units shall vest on the first anniversary date of the Grant Date, subject to Participant’s continuous service as an employee and/or member such Termination of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”)Relationship. (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Plan. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, as calculated in accordance with Section 4 (the “Earned Amount”), and the Participant’s Stock rights to such vested number of Restricted Share Units and rights shall become nonforfeitable as of the last day of the Performance Period, subject to Section 3(e) below. Except as provided in and Section 3(b) or (c) below, to the Common Stock subject to extent that such Performance Criteria have not been satisfied as of the Stock last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be vested as payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the minutes of a meeting of the Grant Date Committee) the extent to which the Performance Criteria and shall be forfeitable unless and until otherwise vested pursuant to the all other material terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”)Agreement have been met. (b) If In the event the Participant is terminated as Chief Executive Officer and as dies or terminates employment on account of a member Disability before the end of the Board without Cause other than Performance Period, the Participant shall vest in that number of Restricted Share Units as described in Paragraph 2(d), including non-renomination is equal to the product of (i) the Earned Amount that the Participant would have earned had he not died or non-reelection had his employment terminated on account of Participant’s Board position or due to Disability and (ii) the quotient of (A) the number of days beginning with the first day of the Performance Period and ending on the date of the Participant’s death or disability the date the Participant’s employment is terminated as a result of Disability, as applicable, and (B) the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria shall vest) and the Participant’s, or the Participant’s estate’s or beneficiaries’ in the event of Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such term is defined Restricted Stock Units would have been issued pursuant to Section 5 hereof had the Participant not died or had his employment terminated on account of Disability. Notwithstanding the foregoing, the Committee may, in its sole and absolute discretion, subject to the requirements of Section 22(e) 409A of the Code), then approve the Award shall become immediately vested, contingent upon Participant executing a general release vesting of claims in favor more of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its termsRestricted Share Units than would otherwise vest based on the application of the provisions of this Section 3(b) upon the death of the Participant or the termination of the Participant’s employment on account of Disability. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant this Award Agreement is involuntarily terminated within twenty-four (24) months following assumed in connection with a Change in Control Control, the Committee shall make such adjustments to the Performance Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment with or service to the Company or any of its Affiliates is terminated by the Company without Cause (as defined in the Plan) or if the Participant resigns for Good Reason (as defined in the Plan), in each case within twelve months after a Change in Control has occurred, (and before the Award Restricted Share Units otherwise have become vested under Section 3(a), (b) or (d)), the Participant shall be subject vest in the Restricted Share Units having a value equal to acceleration the Target Amount granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria shall vest) and the Participant’s rights to such vested amount of Restricted Share Units shall become nonforfeitable as provided in Section 15(c) of the Plandate on which the Participant’s employment with or service to the Company is terminated. (ed) In the event of the Participant’s termination of employment on account of a Retirement before the end of the Performance Period, unless different treatment is specified in an employment agreement between the Participant and the Company, the Participant shall continue to vest in the number of Restricted Stock Units awarded under this Agreement in accordance with Section 3(a) without regard to any continuous employment requirements. For purposes of this the Agreement, “Retirement” shall be defined as the term “Participant’s voluntary termination of employment on or after the date the Participant has attained fifty-nine (59) years of age and has provided ten (10) years of service to the Company.

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein Except as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein otherwise provided in this Section 2 or in the Plan or as “Unvested Units.” (a) Participant’s Stock Units and rights in and to approved by the Common Stock subject to Administrator, the Stock Units RSUs shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested vest in accordance with the following schedule: terms of these Terms and Conditions (i) 50% including the Notice and the Plan), as follows (the occurrence of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through each such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but event described in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (iiSection 2(a)-(d), a “Vesting Date” and, Event”): (a) all of the Vesting Dates together, RSUs shall become vested on the earliest to occur of the (i) vesting date set forth in the Notice (the “Vesting PeriodDate”)., (ii) the Participant’s death and (iii) the Participant’s Disability, subject in each case to the Participant’s continued employment with the Company or its Affiliate through such date; (b) If Participant is terminated upon the occurrence of a Change in Control, all then outstanding unvested RSUs shall be treated as Chief Executive Officer and as a member of provided in the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms.Plan; (c) If Participant voluntarily resigns as Chief Executive Officer if the Participant’s employment terminates in a Qualifying Termination prior to December 31the Vesting Date, 2024 without then (i) a new non-interim Chief Executive Officer having been appointed by pro rata portion of the Board, RSUs shall become vested based on the Award, portion of the period between the Grant Date and the Vesting Date that has elapsed as of the date of such termination (the “Accelerated RSUs”) and (ii) the balance of the RSUs (the “Deferred RSUs”) shall remain outstanding and unvested and shall become vested on the Vesting Date provided the Participant (A) has not violated Section 13(b) through the Vesting Date and (B) has provided annual certification of such ongoing compliance with Section 13(b) in writing to the extent unvestedCompany on each anniversary of the Grant Date (if any) that occurs following such Qualifying Termination and prior to the Vesting Date, will be forfeited, whether or not Participant remains on and a final certification to such effect prior to (but no more than 90 days prior to) the BoardVesting Date. (d) In accordance if the Participant’s employment terminates in a Qualifying Retirement (as defined below) prior to the Vesting Date, all of the RSUs shall become vested on the Vesting Date provided the Participant (i) has not violated Section 13(b) through the Vesting Date and (ii) has provided annual certification of such ongoing compliance with Section 13(b) in writing to the Company on each anniversary of the Grant Date (if any) that occurs following such Qualifying Retirement and prior to the Vesting Date, and a final certification to such effect prior to (but no more than 90 days prior to) the Vesting Date. For purposes of these Terms and Conditions, employment with the Company will be deemed to include employment with, or, if approved by the Administrator, other service to, the Company or Company’s Affiliates, but in the case of employment with or service to an Affiliate, only during such time as such Affiliate is an affiliate of the Company. Notwithstanding anything contained in these Terms and Conditions to the contrary, the Administrator, in its sole discretion, may accelerate the vesting of any RSUs, at such times and upon such terms and conditions as the Administrator shall determine, so long as the delivery of Shares for any RSUs subject to Section 15 409A of the Plan, in the event Participant Code is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Planpermitted thereby. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have The Qualified Plan Benefits and the Supplemental Retirement Benefit described in Section 4.2 (b)(i) shall be fully vested as of December 13, 2005. Upon the termination of Executive's employment he shall be entitled to receive all such benefits as provided in Section 4.2 (d). The Supplemental Retirement Benefit described in Section 4.2 (b)(ii) shall begin vesting on December 13, 2005 and are no longer subject shall, so long as Executive is employed by the Company, cumulatively vest thereafter in equal monthly installments at the rate of 1/120th per calendar month for 120 months (with the period from December 13 to forfeiture are referred December 31, 2005, inclusive, being considered a “calendar month” for vesting purposes hereunder), except as follows; i.e., if during the term of this Agreement, and prior to herein full vesting: (i) Executive voluntarily terminates his employment (other than for “Good Reason” as defined in the SPA) prior to December 13, 2010, then Executive shall be vested in zero percent of the Supplemental Retirement Benefit, except as provided in Sections 4.2(c)(iii), (iv) or (v) below; and if Executive voluntarily terminates his employment (other than for “Vested Units.Good Reason” Stock Units awarded hereunder that are as defined in the SPA) on or after December 13, 2010, then with respect to the calendar year in which he so terminates his employment Executive shall vest 1/120th per calendar month up to and including the month of termination if such termination occurs after June 30 of such calendar year, and he shall not vest with respect to any calendar month in the first half of such calendar year if such termination occurs on or before June 30 thereof; (ii) Executive is terminated for cause pursuant to Section 7(c) prior to December 13, 2010, he shall be vested in zero percent of the Supplemental Retirement Benefit; and remain subject if Executive is terminated for cause on or after December 13, 2010, he shall not be entitled to forfeiture are referred to herein as “Unvested Units.”be vested for any interest for the calendar year in which he is terminated; (iii) Executive (a) Participant’s Stock Units and rights voluntarily terminates his employment for “Good Reason” as defined in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% of the Award shall vest on the first anniversary of the Grant DateSPA, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) does not continue to be employed by the start of employment of a new non-interim Chief Executive Officer, but in no instance shall Company for any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of reason other than (i) and his voluntary resignation without Good Reason, or (ii)) his termination for cause, a “Vesting Date” anddeath, the Vesting Dates togetherdisability, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participanta change in control, Executive shall in the circumstances contemplated under Sections 4.2(c)(iii)(a) or (b), above, continue to vest in equal monthly installments at the rate of 1/120th per calendar month for the then-remaining balance of the term of this Agreement; (iv) Executive dies or becomes disabled, and (a) death or such disability occurs on or before December 12, 2010, then the Supplemental Retirement Benefit will vest at the cumulative vesting level reached as of the date of Executive’s death or disability (i.e., in equal monthly installments, at the rate of 1/120th per calendar month, as hereinabove provided), or (b) death or such term is defined disability occurs on or after December 13, 2010, the Supplemental Retirement Benefit will vest 100 percent upon Executive’s death or disability; and Executive shall in either case be entitled to receive payments as described in Section 22(e) of the Code4.2 (d), then except that if termination occurs as a result of disability, and Executive is receiving disability payments from the Award Company, the Supplemental Retirement Benefit will be reduced so that the combined Supplemental Retirement Benefit and disability benefit shall become immediately vested, contingent upon Participant executing a general release of claims equal the amount described in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms.Section 4.2(b)(ii); or (cv) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant There is involuntarily terminated within twenty-four (24) months following a Change of Control, and Executive is terminated or resigns for Good Reason in Control (as defined in the Plan)connection therewith, the Award shall be subject to acceleration as provided in Section 15(c) of the PlanExecutive will vest 100 percent immediately upon such termination or resignation. (e) For purposes of this Agreement, the term “”

Vesting. Stock Units awarded hereunder that have vested and are no longer subject The Share Units, if any, credited to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights your Account in and to the Common Stock accordance with Section 1 above shall be subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following vesting schedule: : (i) 50% One-third of the Award Share Units shall vest on each of the following dates (subject to such rounding conventions as may be implemented from time to time by Teradata’s third party Plan administrator): (A) the Crediting Date, (B) the first anniversary of the Grant Crediting Date, subject to Participant’s continuous service as an employee and/or member and (C) the second anniversary of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, Crediting Date (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”), provided that you are continuously employed by Teradata until the applicable Vesting Date. (bii) If Participant is terminated as Chief Executive Officer and as a member you cease to be employed by Teradata due to (A) your death, or (B) your Disability (defined by reference to Teradata’s long-term disability plan that covers you), in either case after the end of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due Performance Period but prior to Participant’s death or disability (as such term is defined in Section 22(e) of the Code)a Vesting Date, then the Award Share Units shall become immediately vested, contingent fully vested upon Participant executing such termination. (iii) If you cease to be employed by Teradata prior to a general release Change in Control due to (A) your Retirement (defined as termination by you of claims in favor your employment with Teradata at or after age 55 with the consent of the Company Committee); or (B) a reduction-in-force, in either case after the end of the Performance Period but prior to a Vesting Date, then a portion of the Share Units credited to your Account that have not yet vested shall become fully vested upon such termination, determined by multiplying (I) the number of unvested Share Units credited to your Account on the date of termination that would have vested on the next Vesting Date had you remained employed with Teradata through such date, by (II) a fraction, the numerator of which is the number of full and its Subsidiaries partial months of employment you completed commencing with the Vesting Date that occurred immediately prior to your termination, and the denominator of which is 12 months (subject to such release becoming effective rounding conventions as may be implemented from time-to-time by Teradata’s third party Plan administrator); provided that if your termination occurs during the period commencing immediately after the end of the Performance Period but prior to the Crediting Date, the fraction described above shall be deemed to be 12/12. For purposes of determining any pro rata vesting of your Share Units, your period of employment with Teradata shall not include any leave of absence, other than an approved leave of absence from which Teradata reasonably expects that you will return to perform services for Teradata. The remaining number of Share Units shall be forfeited without further action or notice. (iv) If a Change in Control occurs after the end of the Performance Period and irrevocable prior to a Vesting Date, and the Share Units are not assumed, converted or replaced by the continuing entity, then the Share Units shall vest upon the Change in Control. (v) If a Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Share Units are assumed, converted or replaced by the continuing entity, then the Share Units shall continue to vest in accordance with its terms. Section 2(a)(i); provided, however, that if you cease to be employed by Teradata due to (cA) If Participant voluntarily resigns as Chief Executive Officer prior to December 31termination of your employment by Teradata without Cause, 2024 without (B) termination of your employment with Teradata on account of death, Disability, Retirement, or a new nonreduction-interim Chief Executive Officer having been appointed by in-force, or (C) if you are a participant in the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Teradata Change in Control Severance Plan, a Teradata Severance Policy or a similar arrangement that defines “Good Reason” in the event Participant is involuntarily terminated within twenty-four (24) months context of a resignation following a Change in Control (a “CIC Plan”), termination of your employment with Teradata for “Good Reason” as defined in the Plan)CIC Plan within the two-year period commencing on the Change in Control, then the Award Share Units credited to your Account that have not yet vested shall be subject to acceleration as provided vest in Section 15(c) of the Planfull upon such termination. (e) For purposes of this Agreement, the term “

Vesting. The RSUs will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.”will be immediately transferable thereafter (and, in any event, within 70 days thereafter). Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) upon the occurrence of any of the following events: (a) Participantthe Employee’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or death; (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of ParticipantEmployee’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms.Disability; (c) If Participant voluntarily resigns a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as Chief Executive Officer of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to December 31the Expiration Date of the Employee’s Award, 2024 without this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a new non-interim Chief Executive Officer having been appointed Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the Boardsuccessor corporation, preserving the Award, terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the extent unvestedparticipants as those existing as of the effective date of the Change in Control and that otherwise comply with, will and do not result in a violation of, Section 409A of the Code, which replacement shall be forfeited, whether or not Participant remains on subject to the Board.Compensation Committee’s approval; (d) In accordance with and subject to Section 15 an involuntary Termination of Employment of the Plan, in Employee’s employment by the event Participant is involuntarily terminated Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Plan.Company occurs; or (e) For purposes a voluntary Termination of this AgreementEmployment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. All RSUs will be forfeited upon termination of the Employee’s employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the term “Company upon or after attaining age 62 and 10 Years of Service.

Vesting. Stock Units awarded hereunder Subject to the terms, conditions, and limitations set forth herein, the Vesting Date for the Restricted Shares shall occur on the fifth anniversary of the effective date of the grant set forth above (and on such date the Restricted Shares shall become 100% vested), provided that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units the Grantee is a full-time employee of CompuCredit (or one of its subsidiaries) on the applicable date, and rights (b) CompuCredit has achieved the 2006 performance objectives approved by the Committee. In addition, until the date set forth above, and provided that the Grantee is either on the Board of Directors of CompuCredit (or one of its subsidiaries) or a full-time employee of CompuCredit (or one of its subsidiaries) at the time of a “change in and to the Common Stock subject to the Stock Units shall not be vested as control,” 20% of the Grant Date Restricted Shares shall immediately vest upon a “change in control” for each year (or part thereof) that has passed between the date of grant and the date of such “change in control.” For these purposes, a “change in control” shall be forfeitable unless and until otherwise vested pursuant to mean the acquisition of 50% or more of the “beneficial ownership” of the voting equity securities of CompuCredit (on a fully diluted as-converted basis) by any person or “group” (with the terms “beneficial ownership” and “group” having the meaning given to them for purposes of this Agreement. The Award shall become vested in accordance with Schedule 13D under the following schedule: Securities Exchange Act of 1934) other than (i) 50% Xxxxx X. Xxxxx, III, Xxxxx X. Xxxxx, their spouses, their descendants and the spouses of the Award shall vest on the first anniversary of the Grant Datetheir descendants, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% trusts and other entities established generally for the benefit of Xxxxx X. Xxxxx, III, Xxxxx X. Xxxxx, their spouses, their descendants and the spouses of their descendants, and/or (iii) charitable trusts, foundations or similar entities established by any of the Award foregoing. Notwithstanding the foregoing, any Restricted Shares that theretofore have not vested shall immediately vest on upon termination by CompuCredit (or its subsidiary) of Grantee’s employment other than for Cause or in the earlier case of either death or Disability of Grantee. A transfer of Grantee from CompuCredit to a subsidiary or vice versa shall not constitute a termination for these purposes. Upon vesting CompuCredit shall be entitled to retain (aor if it is not then holding the shares, receive) January 3shares of Common Stock having a Fair Market Value, 2026at the time of vesting, subject equal to Participant’s continuous service such amount as an employee and/or member CompuCredit determines is required under applicable federal, state or local law to be withheld and paid over to governmental taxing authorities by reason of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary such shares of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”)Common Stock. (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Plan. (e) For purposes of this Agreement, the term “

Vesting. Stock Awarded Units awarded hereunder that which have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise become vested pursuant to the terms of this Agreement. The Award Section 3 are collectively referred to herein as “Vested RSUs.” All other Awarded Units are collectively referred to herein as “Unvested RSUs.” (a) Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Units shall become be vested in accordance with the following schedule: as follows: (i) 50% of the Award total Awarded Units shall vest on the first anniversary of the Date of Grant Dateand become Vested RSUs, subject to Participant’s continuous service as provided the Participant is employed by (or if the Participant is a Contractor or an employee and/or member of Outside Director, is providing services to) the Board through such Company or a Subsidiary on that date; and . (ii) 50% of the Award total Awarded Units shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member second anniversary of the Board through such employment date Date of Grant and become Vested RSUs, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. (iii) of the total Awarded Units shall vest on the third anniversary of the Date of Grant and become Vested RSUs, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. (iv) of the total Awarded Units shall vest on the fourth anniversary of the Date of Grant and become Vested RSUs, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, (x) upon the occurrence of (A) a Termination of Service within six months after a Change in Control or (bB) a Termination of Service due to death or Total and Permanent Disability, all Unvested RSUs shall immediately become Vested RSUs; and (y) in the start of employment event of a new non-interim Chief Executive OfficerRule 13e-3 Transaction, but in no instance shall any vesting then effective coincident with the consummation of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” andsuch Rule 13e-3 Transaction, the Vesting Dates togetherUnvested RSUs shall become Vested RSUs, provided, however, that notwithstanding the “Vesting Period”)foregoing, in connection with the consummation of such Rule 13e-3 Transaction, all such Unvested RSUs then held by Participant shall be deemed to vest at such time in order to permit Participant to participate in such transaction. (b) If Participant is terminated as Chief Executive Officer and as a member Not later than 2 ½ months following the close of the Board without Cause calendar year in which the Awarded Units vest in accordance with Section 3(a) above, the Company shall convert the Vested RSUs into the number of whole Common Shares equal to the number of Vested RSUs, subject to the provisions of the Plan and this Agreement and shall issue certificates for the number of Common Shares equal to the Vested RSUs in the Participant’s name. Notwithstanding the immediately preceding sentence, in the case of a distribution on account of the Participant’s Termination of Service, other than death, distribution on behalf of a “specified employee,” as described defined in Paragraph 2(d)Section 409A of the Code, including non-renomination or non-reelection shall not occur until the date which is earlier of Participant(i) six months following the date of said employee’s Board position or due to Participant’s death or disability “separation from service” (as such term is defined in the Treasury Regulations promulgated under Section 22(e) 409A of the Code and any other guidance issued under Section 409A of the Code); or (ii) the date of said employee’s death. From and after the date of receipt of such shares, then the Award Participant or the Participant’s estate, personal representative or beneficiary, as the case may be, shall become immediately vested, contingent upon Participant executing a general release have full rights of claims in favor of the Company transfer or resale with respect to such shares subject to applicable state and its Subsidiaries and such release becoming effective and irrevocable in accordance with its termsfederal regulations. (c) If Participant voluntarily resigns Except as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as otherwise provided in Section 15(c3(a) above, upon the Participant’s Termination of Service for cause, the Participant shall be deemed to have forfeited all of the Plan. (eParticipant’s Unvested RSUs. Except as otherwise provided in Section 3(a) For purposes above, upon the Participant’s Termination of this AgreementService for any other reason whatsoever, the term “Participant shall be deemed to have forfeited all of the Participant’s Unvested RSUs except those Unvested RSUs that would have vested within one month of the Termination of Service date. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Unvested RSUs shall cease and terminate, without any further obligations on the part of the Company.

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units The Time-Vested Restricted Shares shall not be vested vest as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: follows: (i) 50% of the Award shall 50,000 TVRSs vest on the first 1-year anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and ; (ii) 50% of the Award shall 50,000 TVRSs vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non2-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx the Grant Date, ; (each iii) 50,000 TVRSs vest on the 3-year anniversary of (i) and (ii), a “Vesting the Grant Date” and, the Vesting Dates together, the “Vesting Period”).; (b) If Participant is terminated as Chief Executive Officer and as a member The Performance-Based Restricted Shares shall vest on upon achieving each of the Board without Cause other than as described following Milestones in Paragraph 2(d), including non-renomination or non-reelection of Participantconnection with the Company’s Board position or due to Participant’s death or disability “Telehealth Net Revenue” (as such term is defined in Section 22(e) which means the sum of the Code)Company’s gross telehealth sales minus telehealth-related refunds and returns) and Consolidated Adjusted EBITDA Profit, then the Award shall become immediately vested, contingent upon Participant executing a general release of claims as follows: 50,000 ≥ $125,000,000 in favor of the Company Telehealth Net Revenue and its Subsidiaries 10% EBITDA margins 12/31/24 50,000 ≥ $150,000,000 in Telehealth Net Revenue and such release becoming effective 15% EBITDA margins 12/31/25 50,000 ≥ $200,000,000 in Telehealth Net Revenue and irrevocable in accordance with its terms.15% EBITDA margins 12/31/26 (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31To the extent it is then unvested, 2024 the Restricted Shares shall vest upon the termination of the Employee’s employment with the Company without a new non-interim Chief Executive Officer having been appointed Cause (if termination is by the BoardCompany) or for Good Reason (if termination is by Employee), as such terms are defined in the employment agreement of such Employee or if such term or terms is not defined in the employment agreement or there is not an employment agreement, as defined by the Plan. In lieu of fractional vesting, the Award, to the extent unvested, will number of Restricted Shares shall be forfeited, whether or not Participant remains on the Boardrounded up each time until fractional Restricted Shares are eliminated. (d) In accordance with and subject to Section 15 However, notwithstanding any other provisions of this Agreement, at the option of the PlanBoard in its sole and absolute discretion, all Restricted Shares shall be immediately forfeited in the event Participant is involuntarily terminated within twenty-four any of the following events occur: (24i) months following The Employee purchases or sells securities of the Company without written authorization in accordance with the Company’s ixxxxxx xxxxxxx policy then in effect, if any; (ii) The Employee (A) discloses, publishes, or authorizes anyone else to use, disclose or publish, without the prior written consent of the Company, any proprietary or confidential information of the Company, including, without limitation, any information relating to existing or potential customers, business methods, financial information, trade or industry practices, sales and marketing strategies, employee information, vendor lists, business strategies, intellectual property, trade secrets, or any other proprietary or confidential information or (B) directly or indirectly uses any such proprietary or confidential information for the individual benefit of the Employee or the benefit of a Change in Control third party; (as defined in iii) During the Plan)term of employment and for a period of two (2) years thereafter, the Award shall be subject to acceleration as provided in Section 15(c) Employee disrupts or damages, impairs, or interferes with the business of the Plan.Company or its Affiliates by recruiting, soliciting, or otherwise inducing any of their respective employees to enter into employment or other relationship with any other business entity, or terminate or materially diminish their relationship with the Company or its Affiliates, as applicable; (eiv) During the term of employment and for a period of nine months thereafter, the Employee solicits or directs business of any person or entity who is (A) a customer of the Company or its Affiliates at any time or (B) solicited to be a “prospective customer” of the Company or its Affiliates, in any case either for such Employee or for any other person or entity. For purposes of this Agreementclause (v), “prospective customer” means a person or entity who contacted, or is contacted by, the term “Company or its Affiliates regarding the provision of services to or on behalf of such person or entity; provided that the Employee has actual knowledge of such prospective customer; (v) The Employee fails to reasonably cooperate to effect a smooth transition of the Employee’s duties and to ensure that the Company is apprised of the status of all matters the Employee is handling or is unavailable for consultation after termination of employment of the Employee, if such availability is a condition of any agreement to which the Company and the Employee are parties; (vi) The Employee fails to assign all of such Employee’s rights, title, and interest in and to any and all ideas, inventions, formulas, source codes, techniques, processes, concepts, systems, programs, software, computer data bases, trademarks, service marks, brand names, trade names, compilations, documents, data, notes, designs, drawings, technical data and/or training materials, including improvements thereto or derivatives therefrom, whether or not patentable or subject to copyright or trademark or trade secret protection, developed and produced by the Employee used or intended for use by or on behalf of the Company or the Company’s clients; (vii) The Employee acts in a disloyal manner to the Company, such as making comments, whether oral or in writing, that tend to disparage or injure: (i) the reputation or business of the Company or its Affiliates, or is likely to result in discredit to, or loss of, business reputation or goodwill of the Company or its Affiliates or (ii) its directors, officers, or stockholders; or (viii) A finding by the Board that the Employee has acted against the interests of the Company or in a manner that has or may have a detrimental effect on the Company.

Vesting. Stock All Executive Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock vesting provisions contained in this Article IV and, unless otherwise agreed between the LLC, Neenah, CVC and Executive, none of the Executive Units shall not will be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested date of acquisition thereof; provided, that for the avoidance of doubt, the Units acquired by Executive pursuant to the SAR Exchange Agreement shall be subject to the vesting provisions contained therein. So long as Executive shall have been employed by Neenah pursuant to Section 2.1 or shall have been performing the services requested of Executive, if any, pursuant to Section 2.5 through each anniversary (each, a "Vesting Date") of the date or dates on which any Executive Units are purchased or otherwise acquired by Executive (each, a "Purchase Date"), twenty percent of the total Executive Units acquired on any given Purchase Date shall vest in Executive as of such Vesting Date (such Executive Units which have so vested, the "Vested Units", and any Executive Units which have not so vested, the "Unvested Units") such that the total number of Executive Units acquired on any given Purchase Date shall have become Vested Units as of the fifth anniversary of each such Purchase Date assuming compliance with the preceding clause. If the Consulting Period terminates in accordance with its terms as a result of this Agreement. The Award Neenah or Executive having given a Non- Continuation Notice, any Executive Units which are Unvested Units as of the last day of the Consulting Period shall become vested continue to vest on each anniversary date of a Purchase Date, subject to earlier repurchase pursuant to Section 4.2, in accordance with the following schedule: (i) 50% of the Award preceding sentence notwithstanding that Executive shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”)longer be employed by Neenah. (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Plan. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3, the RSUs shall vest (that have vested and are no longer subject is, the Restricted Period with respect thereto shall terminate) pursuant to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder the Vesting Schedule; provided, however, that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” the unvested RSUs shall vest pro-rata based on the length of service from the Vesting Start Date to, (a) Participantimmediately preceding the effective date of the Recipient’s Stock Units and rights Retirement as determined by the Committee in and relation to the Common Stock subject RSUs4: either (A) after reaching age 70 or (B) after reaching age 55 and having been employed or engaged by the Company or any Subsidiary for 15 years (provided that, if the Recipient retires after reaching age 56, for each year after age 55, the Recipient may work one year less for the Company or any Subsidiary, as applicable, and still be qualified for Retirement under this sub-section (B)5), (b) immediately preceding the Recipient’s death or the effective date of the Recipient’s Disability, or (c) immediately preceding the effective date of the termination of the Recipient’s employment or engagement with the Company or any Subsidiary by the Company or Subsidiary (which, whenever used in this Agreement, includes any such entity’s successor) without Cause,6 or by the Recipient for a Good Reason,7 in either case only in connection with or within 24 months following a Sale Event.8 The Recipient explicitly acknowledges and agrees that the granting or vesting of the RSUs as well as 4 For example, if the Vesting Start Date is February 15, 2022 and the effective date of the Recipient’s Retirement is August 15, 2022, the Recipient will receive a pro-rata vesting of shares equivalent to 12.52% rounded down to the Stock Units shall not nearest whole share. 5 For example, if the Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 10 years to be vested qualified for Retirement and receive the RSU Shares; and for example, if the Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 5 years to be qualified for Retirement and receive the RSU Shares. 6 “Cause” means, in addition to any cause for termination as provided in any other applicable written agreement between the Company, the applicable Subsidiary, or the acquirer or successor of the Grant Date Company or Subsidiary, and shall be forfeitable unless the Recipient, (i) conviction of any felony, (ii) any material breach or violation by the Recipient of any agreement to which the Recipient and until otherwise vested pursuant the Company or the Subsidiary that employs or engages the Recipient are parties or of any published policy or guideline of the Company, (iii) any act (other than retirement or other termination of employment or engagement) or omission to act by the Recipient which may have a material and adverse effect on the business of the Company or Subsidiary or on the Recipient’s ability to perform services for the Company or Subsidiary, including habitual insobriety or substance abuse or the commission of any crime, gross negligence, fraud or dishonesty with regard to the terms Company or Subsidiary, or (iv) any material misconduct or neglect of this Agreement. The Award shall become vested duties and responsibilities by the Recipient in accordance connection with the business or affairs of the Company or Subsidiary; provided, however, that the Recipient first shall have received written notice, which shall specifically identify what the Company or Subsidiary believes constitutes Cause, and if the breach, act, omission, misconduct or neglect is capable of being cured, the Recipient shall have failed to cure after 15 days following schedulesuch notice. 7 A “Good Reason” means the occurrence of any of the following events: (i) 50% a material adverse change in the functions, duties or responsibilities of the Award Recipient’s position (other than a termination by the Company or Subsidiary) which would meaningfully reduce the level, importance or scope of such position (provided that, a change in the person, position and/or department to whom the Recipient is required to report shall vest on not by itself constitute a material adverse change in the first anniversary of the Grant DateRecipient’s position), subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% the relocation of the Award shall vest on Company or Subsidiary office at which the earlier of either Recipient is principally located immediately prior to a Sale Event (athe “Original Office”) January 3, 2026, subject to Participant’s continuous service as an employee and/or member a new location outside of the Board through metropolitan area of the Original Office or the failure to place the Recipient’s own office in the Original Office (or at the office to which such employment date office is relocated which is within the metropolitan area of the Original Office), or (biii) a material reduction in the start of employment of Recipient’s base salary and incentive compensation opportunity as in effect immediately prior to a new non-interim Chief Executive OfficerSale Event; provided, but in no instance shall any vesting however, that, within 90 days of the Award occur prior incident that provides the basis for a Good Reason termination, the Recipient shall have provided the Company or Subsidiary a written notice specifically identifying what the Recipient believes constitutes a Good Reason, and the Company or Subsidiary shall have failed to cure the one year anniversary of Gxxxx Dateadverse change, (each of relocation or compensation reduction after 30 days following such notice. 8 A “Sale Event” shall mean (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member sale or other disposition of all or substantially all of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor assets of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31or the Subsidiary that employs or engages the Recipient, 2024 without including a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether majority or not Participant remains on the Board. (d) In accordance with and subject to Section 15 more of all outstanding stock of the PlanSubsidiary, in the event Participant is involuntarily terminated within twenty-four on a consolidated basis to one or more unrelated persons or entities, (24ii) months following a Change in Control Control, or (as defined iii) the sale or other transfer of outstanding Common Stock to one or more unrelated persons or entities (including by way of a merger, reorganization or consolidation in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Plan. (e) For purposes of this Agreement, the term “which the

Vesting. a. Except as otherwise provided herein, provided that the Participant remains in service with the Company through the applicable vesting date, the Restricted Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested will vest in accordance with the following schedule: [first anniversary] One-Third [second anniversary] One-Third [third anniversary] One-Third If the number of Restricted Stock Units vesting as of a vesting date is a fractional number, the number vesting will be rounded up to the nearest whole number with any fractional portion carried forward. a. The foregoing vesting schedule notwithstanding, and except as provided in Section 3.3 hereof, if the Participant’s service with the Company terminates for any reason at any time before all of his or her Restricted Stock Units have vested, the Participant’s unvested Restricted Stock Units shall be automatically forfeited upon such termination of service and neither the Company nor any Affiliate shall have any further obligations to the Participant under this Agreement. b. The foregoing vesting schedule notwithstanding, if the Participant’s service with the Company is terminated (i) 50% by reason of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability “Disability,” (as such term is defined in ii) by the Company or an Affiliate without “Cause,” (iii) by the Participant for “Good Reason,” (iv) by reason of the Participant’s “Retirement,” or (v) by reason of a termination of employment after the Company’s nonrenewal of the Term of Employment that meets all of the conditions of Section 22(e5(m)(i) or Section 5(m)(ii) of the CodeParticipant’s Employment Agreement, in effect as of the date of this grant, 100% of the unvested Restricted Stock Units shall vest as of the date of such termination (which shall be treated as the “vesting date” for purposes of Section 6.1), then in each case, provided that the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance complies with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c5(i) of the Plan. (e) Employment Agreement, in effect at the time of this grant. For purposes of this Agreement, “Disability,” “Cause,” “Good Reason” and “Term of Employment” are as defined under the term Employment Agreement. For purposes of this Agreement, “Retirement” means the termination of service with the Company by the Participant with or without Good Reason or by the Company without Cause, in each case, after the Participant has attained age 55 and the sum of his age plus his years of service with the Company and its predecessors (including, in each case, fractional years) equals or exceeds 65 as of such termination date, and the Participant has at least five years of service with the Company and its predecessors as of such termination date, provided that the Participant complies with Section 5(i) of the Employment Agreement, in effect at the time of this grant. Years of service for this purpose will be based on all periods of employment with the Company and its predecessors as determined by the Company in accordance with such rules and procedures as it may establish from time to time, provided that years of service shall include employment by Fixed Income Discount Advisory Company (“FIDAC”) during the time FIDAC was the external manager of the Company. c. Vested Restricted Stock Units shall be payable at such time or times as specified in Section 6 below.

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested Shares will vest in accordance with the following schedule: (ia) 50% 1/4th of the Award total number of Shares shall vest on the first anniversary of the Grant DateJanuary 1, subject to Participant’s continuous service as an employee and/or member of the Board through such date2014; and (iic) 50% 1/48th of the Award remaining Shares shall vest on the earlier of either (a) January 31, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) 2014 and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 same day of the Planeach month thereafter for 35 months; provided, that in the event Participant is involuntarily terminated within twenty-four of an Involuntary Termination (24as defined herein) months following or a Change in of Control (as defined herein) the Shares shall fully vest and become exercisable. Immediately upon the cessation of the Recipient’s Employment (as defined in the Plan), the Award unvested portion of the Shares shall be subject immediately cancelled and returned to acceleration the Company as provided set forth in Section 15(c6(a)(4)(A) of the Plan. (e) . For the purposes of this Agreement, an “Involuntary Termination” shall include any termination by the term Company other than for Cause (as defined herein) and Recipient’s voluntary termination within sixty days after the expiration of the Cure Period (defined below) relating to the occurrence of any of the following events without Recipient’s written consent: (i) a material reduction or change in job duties, responsibilities and requirements inconsistent with Recipient’s position with the Company and Recipient’s prior duties, responsibilities and requirements or a material negative change in Recipient’s reporting relationship; (ii) a material reduction of Recipient’s base compensation (other than in connection with a general decrease in base salaries for most officers of the Company or successor corporation); or (iii) Recipient’s refusal to relocate his or her principal place of employment to a facility or location more than fifty miles from the Company’s current location, provided that Recipient will not resign due to such change, reduction or relocation without first providing the Company with written notice of the event or events constituting the grounds for his voluntary resignation within thirty days of the initial existence of such grounds and a reasonable cure period of not less than thirty days following the date of such notice (the “Cure Period”).

Vesting. Stock 3.9.1 As of the Effective Date, all Common Units awarded hereunder that outstanding have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units or shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested vest in accordance with the following schedule: vesting schedule set forth in Schedule B to Exhibit A. 3.9.2 Subject to Section 3.9.3, one hundred percent (100%) of the Common Units that are then Unvested Units shall immediately vest and become Vested Units immediately prior to the consummation of (i) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and a Fundamental Transaction or (ii) 50% the sale or transfer by KKR to Persons who are not Affiliates of KKR, in one transaction or a series of transactions, of at least ninety percent (90%) of the Award Series B Preferred Units that have been issued by the Company to KKR as of the date thereof. 3.9.3 Upon any of Xxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxx XxXxxxxxx, Xxxxxxx Xxxxxxxx or Xxxxxxx Xxx (the “Founders”) ceasing to be a Service Provider (each such cessation, a “Founder Exit Event”) all of the outstanding Common Units that are then Unvested Units set forth next to the name of such ceasing Founder or their controlled Affiliate on Exhibit A shall automatically be forfeited to the Company and cancelled without any payment therefor, and shall no longer be outstanding, and Exhibit A shall be amended to reflect such forfeiture and cancellation. 3.9.4 In the event of a final liquidation, dissolution, winding-up or termination, voluntary or involuntary, of the Company, all Common Units that are then Unvested Units shall automatically be forfeited to the Company and cancelled, without any payment therefor. 3.9.5 Common Units and Management Incentive Units issued on or following the Effective Date may be subject to vesting, repurchase and/or forfeiture as determined by the Board and as set forth in a vesting, grant, award, employment or other agreement between the Company and any Common Member or Management Incentive Member with respect to such Common Units or Management Incentive Units, as applicable (each, a “Vesting Agreement”). With respect to any Common Units and Management Incentive Units issued to a Service Provider on or following the Effective Date, vesting shall cease with respect to such Common Units and Management Incentive Units that are then Unvested Units at the time the Service Provider who was issued such Common Units or Management Incentive Units ceases to be a Service Provider (a “Service Provider Exit Event”). Upon a Service Provider Exit Event with respect to any Service Provider, all of the outstanding Common Units or Management Incentive Units that are then Unvested Units set forth next to the name of such Service Provider on Exhibit A shall automatically be forfeited to the Company and cancelled without any payment therefor, and shall no longer be outstanding, and Exhibit A shall be amended to reflect such forfeiture and cancellation. Furthermore, Common Units and Management Incentive Units issued on or following the Effective Date will not vest on upon the earlier occurrence of either a Fundamental Transaction unless otherwise provided in this Agreement or in a Vesting Agreement or as otherwise determined by the Board in its sole discretion. For the avoidance of doubt, (a) January 3, 2026, subject to Participant’s continuous service any Interests issued and granted from the Management Pool at or following the Effective Date shall have vesting schedules that commence as an employee and/or member of the Board through respective date of grant of such employment Interests, unless otherwise approved by the Board, and (b) unless otherwise provided in this Agreement (including Section 3.9.2 and the last paragraph of Section 4.1.2) or a Vesting Agreement or otherwise approved by the Board, Unvested Units will not participate in any share of Fundamental Transaction proceeds and all Unvested Units shall be cancelled upon the consummation of a Fundamental Transaction (excluding, for the avoidance of doubt, any (x) merger, consolidation, re-domestication, conversion of similar transaction entered into by the Company principally for bona fide equity financing purposes, to adopt a holding company structure or to change the domicile of the Company and (y) any final liquidation, dissolution, winding-up or termination, voluntary or involuntary, of the Company), without any payment therefor, and shall no longer be outstanding, and Exhibit A shall be amended to reflect such forfeiture and cancellation. 3.9.6 Except as otherwise provided in the applicable Vesting Agreement or as otherwise approved by the Board, upon a Service Provider Exit Event, the Company shall have the right and option (exercisable in the sole discretion of the Board) to purchase from the former Service Provider each Common Unit and Management Incentive Unit held by such former Service Provider that is a Vested Unit as of the date of the Service Provider Exit Event (the “Call Right Units”) for cash at a price per Common Unit or Management Incentive Unit, as applicable, equal to the greater of (a) the amounts then remaining to be distributed in respect of such Call Right Units, pursuant to Section 4.1.2(d) or (b) fair market value for such Common Unit or Management Incentive Unit as determined by a third-party appraisal firm selected by the start of employment of Board (the “Call Option”). The Company may exercise its Call Option by delivering to such former Service Provider a new non-interim Chief Executive Officer, but in no instance shall any vesting written notice (a “Call Notice”) within ninety (90) days of the Award occur date of the Service Provider Exit Event specifying that the Company has elected to repurchase the outstanding Call Right Units of such former Service Provider. In the event that a Call Notice is delivered by the Company to a holder of Call Right Units, the Company shall, promptly and in any event within thirty (30) days thereafter, repurchase the Call Right Units from the former Service Provider. The Company may revoke a Call Notice at any time by delivering, in its sole discretion, a subsequent written notice to the former Service Provider prior to the one year anniversary end of Gxxxx Date, such thirty (each 30) day period. Upon the repurchase and payment in full of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member all of the Board without Cause other than as described in Paragraph 2(d)former Service Provider’s Call Right Units pursuant to this Section 3.9.6, including non-renomination or non-reelection of Participant’s Board position or due such former Service Provider will cease to Participant’s death or disability (as such term is defined in Section 22(e) be a Member of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release Company; provided that such former Service Provider does not hold any other class of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having Units that have not otherwise been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether transferred or not Participant remains on the Boardrepurchased. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the Plan. (e) For purposes of this Agreement, the term “

Vesting. 3.1 Unless earlier terminated, relinquished or expired and except as otherwise provided in the Plan, provided that Participant continues membership on the Board, the Restricted Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% of the Award shall will vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and. Once vested, the Vesting Dates togetherRestricted Stock Units become "Vested Units." 3.2 The foregoing vesting schedule notwithstanding, the “Vesting Period”). (b) If if Participant is terminated as Chief Executive Officer and as ceases to be a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection for any reason at any time before all of Participant’s Restricted Stock Units have vested, Participant's unvested Restricted Stock Units shall be automatically forfeited upon the termination of Participant’s non-employee director status and neither the Company nor any Affiliate shall have any further obligations to Participant under this Agreement. Notwithstanding the foregoing, if Participant ceases to be a member of the Board position or due to by reason of Participant’s death or disability disability, the Administrator may, in its sole discretion, accelerate the vesting of some or all of the unvested Restricted Stock Units held by Participant. 3.3 If the Company engages in a Covered Transaction, the Administrator may, in its sole discretion, take (as such term is defined or refrain from taking) any of the actions described in Section 22(e7(a) of the Code)Plan with respect to unvested Restricted Stock Units held by Participant. If the Administrator does not cause the unvested Restricted Stock Units to be assumed, then the Award shall become immediately vestedsubstituted, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns cashed out or accelerated as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to permitted under Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c7(a) of the PlanPlan in connection with a Covered Transaction, all unvested Restricted Stock Units shall immediately terminate without any payment or consideration by the Company upon the closing of the Covered Transaction. (e) For purposes of this Agreement, the term “

Vesting. Twenty-five percent (25%) of the Restricted Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and rounded up to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (inearest whole number) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member date of this Agreement and on each of the Board through such date; and next three (ii3) 50% of successive anniversaries thereof unless previously vested or forfeited in accordance with the Award shall vest on the earlier of either Plan or this Agreement (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Normal Vesting PeriodSchedule”). (bi) If Participant is terminated as Chief Executive Officer and as a member of Any Restricted Stock Units that fail to vest because the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined employment condition set forth in Section 22(e3(c) is not satisfied shall be forfeited, subject to the special provisions set forth in subsections (ii) through (iv) of the Codethis Section 3(a), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (cii) If Participant voluntarily resigns as Chief Executive Officer prior the Participant’s employment terminates due to December 31death or Permanent Disability or in the event of a Change in Control where the holders of the Company’s Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or Restricted Stock Units not Participant remains on the Boardpreviously vested shall immediately become vested. (diii) In accordance with and subject to Section 15 of the PlanIf, in the event Participant is involuntarily terminated on or within twenty-four (24) months following two years after a Change in Control (as defined other than a Change in the PlanControl described in Section 3(a)(ii) above), the Award Participant terminates employment for Good Reason, or is terminated by the Company without Cause, Restricted Stock Units not previously vested shall immediately become vested. (iv) In the event of the Participant’s resignation or termination of employment (other than for Cause) on or after the earlier of (A) the Participant’s 60th birthday and having attained ten (10) years of service with the Company or a Subsidiary (including years of service granted by the Company as a result of a merger, acquisition, or other transaction) or (B) the Participant’s 65th birthday (a “Retirement”), where such Retirement is on or after the first anniversary of the Date of Grant, Restricted Stock Units not previously vested shall not then be forfeited, but shall continue to vest and be settled pursuant to the Normal Vesting Schedule (without regard to the requirement that the Participant be employed); provided, however, that such Restricted Stock Units shall be subject to acceleration as provided the restrictions on transfer contained in Section 15(c3(b) of this Agreement until the Plan. date such Restricted Stock Units vest pursuant to the Normal Vesting Schedule. If the Participant’s Retirement occurs prior to the first anniversary of the Date of Grant, Restricted Stock Units not previously vested shall continue to vest and be settled in accordance with this subsection (eiv); provided, however, that such vesting and settlement shall be on a pro-rata basis based on the number of calendar days the Participant has been employed by the Company during the period beginning on the Date of Grant and ending on the date of the first anniversary of the Date of Grant. To the extent the Participant’s Retirement date and vesting date under this Section 3(a)(iv) For purposes are in different tax years, any amount payable under this subsection shall constitute the payment of this Agreementnonqualified deferred compensation, subject to the term “requirements of Code Section 409A.

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award RSUs shall become vested in accordance with the following scheduleas follows: (i) 5033.3% of the Award RSUs shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member Date of the Board through such dateGrant; and (ii) 5033.3% of the Award RSUs shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member second anniversary of the Board through such employment date or Date of Grant; and (biii) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting 33.4% of the Award occur prior to RSUs shall vest on the one year third anniversary of Gxxxx Date, the Date of Grant (each of (i) and (ii), a “Vesting Date” and”); provided that the Grantee remains in continuous employment with the Company or an Affiliate thereof through, and has not given or received a notice of termination of such employment as of, the Vesting Dates together, the “Vesting Period”)applicable vesting date. (b) If Participant Except as set forth in Section 2(c) below, if the Grantee’s employment is terminated as Chief Executive Officer for any reason, (i) this RSU Award Agreement shall terminate and as a member all rights of the Board Grantee with respect to RSUs that have not vested shall immediately terminate, (ii) any such unvested RSUs shall be forfeited without Cause other than as described in Paragraph 2(d)payment of any consideration, including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability and (as such term is defined in Section 22(eiii) neither the Grantee nor any of the Code)Grantee’s successors, then the Award heirs, assigns, or personal representatives shall become immediately vested, contingent upon Participant executing a general release of claims thereafter have any further rights or interests in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its termsunvested RSUs. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed the Grantee’s employment is terminated by the Board, Company other than for Cause or by the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control Grantee for Good Reason (as defined in the Plan)employment agreement by and between the Company and the Grantee as in effect from time to time) (i) the portion of the RSUs, if any, that are scheduled to vest on the Award next applicable Vesting Date shall immediately vest and shall be subject to acceleration settled as provided soon as practicable after the date of termination in accordance with Section 15(c) 3 below, but in no event later than March 15 of the Planyear following the year in which the date of termination occurs, (ii) this RSU Award Agreement shall terminate and all rights of the Grantee with respect to the portion of the RSUs, if any, that have not vested as of the date of termination in accordance with this Section shall immediately terminate, (iii) any such unvested RSUs shall be forfeited without payment of any consideration, and (iv) neither the Grantee nor any of the Grantee’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested RSUs. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and Subject to the Common Stock subject to the Stock Units shall not be vested as earlier termination of the Grant Date Award as herein provided and shall be forfeitable unless and until otherwise vested pursuant subject to the terms of this the Participant's Individual Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% of , the Award shall vest and become unrestricted at 12:00 a.m. on each Vesting Date set forth in the first anniversary of table below in the Grant amount set forth next to each such Vesting Date, subject to Participant’s continuous service as an employee and/or member provided that the Participant is continuously employed with the Company or one of the Board its Subsidiaries or Affiliates through each such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and: Vesting Date Shares Vesting ------------ -------------- ________, the Vesting Dates together200__ __________ ________, the “Vesting Period”).200__ __________ ________, 200__ __________ (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company shall undergo a Change in Control, any then-unvested Shares shall then vest and its Subsidiaries and such release becoming effective and irrevocable in accordance with its termsbecome unrestricted. (c) If the Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without undergoes a new non-interim Chief Executive Officer having been appointed by the Board, the Award, Termination of Employment due to the extent unvestedParticipant's death or Disability, will be forfeited, whether or not Participant remains then any Shares of Restricted Stock unvested on the Boarddate of termination shall thereupon fully vest and become unrestricted. (d) In accordance with Except as otherwise provided in the Plan and subject to Section 15 in Sections 2(b) and 2(c) hereof, if the Participant undergoes a Termination of Employment, any Shares that are not vested as of the Plandate of termination shall be forfeited by the Participant and such Shares shall be canceled by the Company. The Participant hereby irrevocably grants to the Company a power of attorney to transfer any unvested Shares forfeited to the Company and agrees to execute any document required by the Company in connection with such forfeiture and transfer. Notwithstanding the foregoing, to the extent expressly provided for in a Participant's Individual Agreement, the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in conditions to the Plan), vesting of the Award shall be subject waived or accelerated, as the case may be, on the terms contained in such Individual Agreement; provided, however, that, if, pursuant to acceleration Section 2(f) hereof, the Award is designated as provided in Section 15(c) a Qualified Performance Based Award, satisfaction of the Planapplicable Performance Goals may not be waived pursuant to the Participant's Individual Agreement unless such Individual Agreement provides for such acceleration upon a change of control, death, Disability or the termination of the Participant's employment by the Company without Cause or by the Participant for Good Reason. (e) For purposes Upon the vesting of the Shares of Restricted Stock pursuant to this AgreementSection 2, all restrictions on such vested Shares shall lapse and such Shares shall become unrestricted and freely transferable. (f) Set forth on Exhibit A hereto are, if applicable, (i) the Performance Goals to which the Restricted Stock granted hereby is subject, if any and (ii) a statement that the Award is intended to be a Qualified Performance Based Award. Notwithstanding anything else to the contrary contained in Section 2, the term “Award of Restricted Stock shall not vest until such time as such Performance Goals, if any, have been satisfied. If the applicable Performance Goals, if any, are not met prior to the applicable Vesting Date set forth above, then the Shares that would have vested upon achievement of such Performance Goals prior to such date shall be forfeited as of such date.

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the Common Stock subject to the The Restricted Stock Units shall not vest on the third anniversary of the Effective Date of the Grantee’s Amended and Restated Employment Agreement with the Company dated _______________ (the “Employment Agreement”) (the “Vesting Date” with respect to the Restricted Stock Units scheduled to vest on such date), subject in each case to the provisions of this Agreement, including those relating to the Grantee’s continued employment with the Company and its Affiliates (collectively, the “Imprimis Group”). If the Grantee’s employment is terminated by the Company without Cause (as defined under his Employment Agreement), or by the Grantee for Good Reason (as defined under his Employment Agreement), the portion of the Restricted Stock Units equal to 200,000 multiplied by a fraction the numerator of which shall be vested as the sum of the number of days between the Grant Date and the termination of employment plus 365 days and the denominator of which shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: (i) 50% of the Award 1095, shall vest on the first anniversary date of termination of employment, provided that the Grant DateGrantee executes and delivers the Release contemplated by the Employment Agreement to the Company within twenty-one (21) days following the date of termination, subject to Participant’s continuous service as an employee and/or member of without revocation or modification; provided, further, that under no circumstances will the Board through such date; and (ii) 50Grantee vest in more than 100% of the Award Restricted Stock Units subject to his award. If the Grantee’s employment is terminated by the Company or its successor without Cause or by the Grantee for Good Reason (as defined under his Employment Agreement), in each case within one (1) year after a Change of Control, the Restricted Stock Units shall vest on in full., provided that the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of Grantee executes and delivers the Board through such employment date or (b) Release contemplated by the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior Employment Agreement to the one year anniversary of Gxxxx Date, (each of (i) and (ii), a “Vesting Date” and, the Vesting Dates together, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer and as a member of the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(e) of the Code), then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and its Subsidiaries and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. (d) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four one (2421) months days following a Change in Control (as defined in the Plan)date of termination, the Award shall be subject to acceleration as provided in Section 15(c) of the Planwithout revocation or modification. (e) For purposes of this Agreement, the term “

Vesting. Stock Units awarded hereunder that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and Subject to the Common Stock subject to terms and conditions set forth herein and in the Plan, the Restricted Stock Units shall not be vested as vest in three (3) substantially equal installments on each of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with the following schedule: first three (i3) 50% anniversaries of the Award shall vest on the first anniversary Date of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii)each, a “Vesting Date” and”), provided the Participant has remained in Service from the Date of Grant through the applicable Vesting Date. Notwithstanding the foregoing, (a) if the Participant ceases to be in Service during the Vesting Period as a result of the Participant’s death or Disability, the Vesting Dates together, Restricted Stock Units shall become 100% vested as of the “Vesting Period”).date of such cessation of Service; (b) If Participant is terminated as Chief Executive Officer and as a member of if the Board without Cause other than as described in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or Service terminates during the Vesting Period due to the Participant’s death or disability (as such term is defined in Section 22(e) of the Code)Voluntary Retirement, then the Award Restricted Stock Units shall continue to vest as if the Participant had continued in Service through each Vesting Date; provided, however, that (i) if the Participant’s Service terminates due to the Participant’s Voluntary Retirement prior to the date of a Qualifying Change in Control that occurs after the Date of Grant, the Restricted Stock Units shall become immediately vested, contingent upon Participant executing a general release of claims in favor 100% vested as of the Company date of the Qualifying Change in Control and its Subsidiaries and (ii) if the Participant’s Service terminates due to the Participant’s Voluntary Retirement after the date of a Qualifying Change in Control that occurs after the Date of Grant, the Restricted Stock Units to the extent outstanding shall become 100% vested as of the date of such release becoming effective and irrevocable in accordance with its terms.termination; and (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31, 2024 without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be forfeited, whether or not Participant remains on the Board. if within two (d2) In accordance with and subject to Section 15 of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months years following a Change in Control that occurs after the Date of Grant, the Participant’s Service as an employee is involuntarily terminated by the Company (as defined in the Planor successor thereto, or a Parent or Subsidiary), whether or not for Cause, the Award Restricted Stock Units to the extent outstanding shall be subject to acceleration become 100% vested as provided in Section 15(c) of the Plandate of such cessation of Service. (e) For purposes of this Agreement, the term “

Vesting. The Restricted Stock Units awarded hereunder that have vested and are no longer shall be subject to forfeiture are referred to the terms and conditions set forth in this paragraph 2. To the extent such terms or conditions conflict with any provision in the Plan, the terms and conditions set forth herein as “Vested Unitsshall govern.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to A portion of the Common Stock subject to the Restricted Stock Units shall not be vested vest, except as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested in accordance with provided herein, on the following schedule: schedule (i) 50% of the Award shall vest on the first anniversary of the Grant Date, subject to Participant’s continuous service as an employee and/or member of the Board through such date; and (ii) 50% of the Award shall vest on the earlier of either (a) January 3, 2026, subject to Participant’s continuous service as an employee and/or member of the Board through such employment date or (b) the start of employment of a new non-interim Chief Executive Officer, but in no instance shall any vesting of the Award occur prior to the one year anniversary of Gxxxx Date, (each of (i) and (ii)each, a “Vesting Date” and”, the Vesting Dates and together, the “Vesting Period”).): Date Vesting Period Shall Lapse 1st anniversary of the Effective Date 1/3 2nd anniversary of the Effective Date 1/3 3rd anniversary of the Effective Date 1/3 (b) If Participant is terminated as Chief Executive Officer and as In the event that, during the Vesting Period, the Grantee has a member Termination of Service (i) by the Board without [Advisor][Subadvisor] for Cause or (ii) by the Grantee for any reason other than as described set forth in Paragraph 2(d), including non-renomination or non-reelection of Participant’s Board position or due to Participant’s death or disability (as such term is defined in Section 22(eparagraph 2(c) of the Code)below, then the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of Restricted Stock Units for which the Company and its Subsidiaries and such release becoming effective and irrevocable Vesting Period has not lapsed in accordance with its termsparagraph 2(a) shall thereupon, and with no further action, be forfeited by the Grantee. (c) If Participant voluntarily resigns as Chief Executive Officer prior to December 31In the event that, 2024 without a new non-interim Chief Executive Officer having been appointed by during the BoardVesting Period, the AwardGrantee has a Termination of Service (i) due to his or her death or Disability or (ii) in the event of a Change in Control, then all Restricted Stock Units granted to the extent unvested, will Grantee hereunder shall immediately vest and shall be forfeited, whether or not Participant remains on the Boardsettled as provided in paragraph 4 hereunder. (d) In the event that, during the Vesting Period, the Grantee has a Termination of Service by the [Advisor][Subadvisor] for any reason other than Cause, then the Restricted Stock Units for which the Vesting Period has not lapsed in accordance with paragraph 2(a) shall thereupon, and subject to Section 15 with no further action, be forfeited by the Grantee, unless otherwise approved by the independent directors of the Plan, in the event Participant is involuntarily terminated within twenty-four (24) months following a Change in Control (as defined in the Plan), the Award shall be subject to acceleration as provided in Section 15(c) of the PlanCompany. (e) For purposes Except as contemplated above, in the event that the Grantee has a Termination of this AgreementService, any and all of the term “Grantee’s Restricted Stock Units which have not vested prior to or as of such termination shall thereupon, and with no further action, be forfeited and cease to be outstanding.