Common use of Vesting Clause in Contracts

Vesting. (a) Unless otherwise provided in this Agreement, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Units Award granted under this Agreement shall vest and become payable in Shares cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), ): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number amount of Units the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (ix) the total number amount of Units the Award that are is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (iiy) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number amount of Units the Award that are is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units an Award that are is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number amount of Units the Award that may be eligible to vest to a number that is greater than becomes payable or pay any amount of the number of Units determined in accordance with Award if the foregoing sentencePerformance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the number amount of Units the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Shares Award until the Units Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Units represent Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless The performance period for the PRSUs shall be the period beginning January 1, 2023 and ending on December 31, 2025 (or, if earlier and as otherwise provided in this Agreement, the Units granted under this Agreement shall vest and become payable consummation of a Change in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (iControl) to the extent the performance goals (the “Performance GoalsMeasurement Period”) applicable ). Subject to the performance period (terms and conditions of this Agreement, the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number of Units PRSUs that shall be eligible to vest on each of the Vesting Dates deemed earned and vested, if any, shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Goals in accordance Metrics”) over the Measurement Period, with Section 2(b) hereof, divided by (ii) the number of Vesting Dates. PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (band any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable after following the completion end of the Performance Period and no later than the first Vesting DateMeasurement Period, the Committee shall determine the actual level of attainment achievement of the Performance Goals; providedMetrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, howeverthe “Determination Date”). As soon as ​ ​ reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), that all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level of attainment of Performance Goals set forth in Exhibit A, (y) such Target PRSUs shall be certified settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in writing in accordance Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the requirements of Code Section 162(m) Company terminated before the Change in Control by the CommitteeCompany without cause (as defined in the Plan) or on account of the Participant’s death or disability, which then (w) the effective date of the Change in Control shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis last day of the determination or certified level of attainment Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Performance Goals, the number of Units that are eligible to vest on each Target PRSUs as of the Vesting Dates Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based settled on the attainment level effective date of the Performance Goals. For Units Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that are intended to constitute Qualified Performance-Based Compensation, do not become earned and vested on the Performance Goals may not Change in Control shall be adjusted except as specified in the attached Schedule A, Section 4 in accordance forfeited and cancelled with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriateno consideration. (c) The Participant shall have no rights to In the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation event of the Company. occurrence of a Change in Control during the Measurement Period where the PRSUs are assumed or exchanged for an equivalent substitute award by the Company or its successor and if the Participant’s Service with the Company is terminated by the Company without cause (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in the Plan) within twelve (12) months after the date of such Change in Control (to the extent not previously vested in accordance with Section 424(f4(a) or Section 6(b)), (i) the effective date of the CodeChange in Control shall be the last day of the Measurement Period, (ii) the Target PRSUs shall be earned and vested as of the Participant’s date of termination of employment as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (iii) such Target PRSUs shall be settled within thirty days of the Participant’s termination of employment and (iv) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. Vesting of the Award shall occur, if at all, on the Vesting Date[s] (a) Unless otherwise provided as hereinafter defined), subject to the Company’s achievement of the performance objectives during the performance period[s], as both are set forth in Exhibit A to this Agreement, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the provided that Participant remains continuously employed by the Company or a Subsidiary from on the Grant Date through each Vesting Date[s] as set forth in Section 2(b) of this Agreement. Performance for the period[s] shall be evaluated and determined by and in the sole discretion of the Administrator, and performance between the threshold and maximum levels specified on Exhibit A shall result in vesting in accordance with the scale determined by the Administrator and set forth on Exhibit A. The “Vesting DatesDate[s]” for the Award shall be the later of [●] or the date on which the Administrator evaluates and certifies achievement of the performance criteria for the performance period[s], as set forth on Exhibit A. In the event all or any portion of the Award does not vest on the Vesting Date[s] pursuant to the performance objectives set forth on Exhibit A, the unvested portion of the Award shall terminate on such date and all restricted stock units subject to such portion Award shall be forfeited. The If and to the extent provided in an employment, change of control, severance or similar agreement executed by the Participant and the Company or by a determination by the Administrator, in each case pursuant and subject to Section 15 of the Plan, this Award may become fully-vested and exercisable in connection with a Change of Control as defined in Section 1(f) of the Plan. Further, in the event of Participant’s Retirement a pro rata portion of this Award shall become vested on the Vesting Date immediately following the date of Participant’s Retirement, with such portion determined by multiplying the Award by a fraction, the numerator of which is the number of Units whole months that shall be eligible to vest on each Participant was employed during the performance period and the denominator of the Vesting Dates shall be equal to (i) which is the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that months in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriateperformance period. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Units Award granted under this Agreement shall vest and become payable in Shares cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), ): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number amount of Units the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (ix) the total number amount of Units the Award that are is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (iiy) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number amount of Units the Award that are is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units an Award that are is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number amount of Units the Award that may be eligible to vest to a number that is greater than becomes payable or pay any amount of the number of Units determined in accordance with Award if the foregoing sentencePerformance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the number amount of Units the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Shares Award until the Units Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Units represent Award represents an unfunded and unsecured obligation of the Company. (d) To the extent permissible under applicable local law, if the Participant commences working on a part-time basis, then the vesting schedule specified in Section 2(a) and on Schedule A may be adjusted by the Company in its sole discretion. (e) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. A. The Grantee shall be credited with a number of Restricted Stock Units equal to the Target Number of Restricted Stock Units multiplied by a “Vesting Percentage” determined based on the Company's Earnings from Operations (aas defined below) Unless otherwise provided in this Agreement, for the Units granted under this Agreement shall vest and become payable in Shares as of each last three quarters of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period Company's 2014 fiscal year (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below the following table: If the Company's actual level of Earnings from Operations for the Performance Period is between the “Threshold” and (ii) as long as “Target” performance levels or between the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of “Target” and “Stretch” performance levels, the Vesting DatesPercentage will be determined by linear interpolation between the Vesting Percentages for those two levels. In no event will the Vesting Percentage be greater than one hundred fifty percent (150%). The number of Restricted Stock Units that shall be eligible credited to vest on each of the Vesting Dates shall be equal Grantee pursuant to (i) this Section 3(A), as certified by the total number of Units that are determined to be eligible to vest Committee based on the level of attainment satisfaction of the Performance Goals performance criteria above, is referred to herein as the “Credited Restricted Stock Units.” Notwithstanding the foregoing provisions, if either a Change in accordance with Section 2(bControl (as defined in the Employment Agreement) hereof, divided by or the death or Disability (iias such term is defined in the Employment Agreement) of the number of Vesting Dates. (b) As soon as reasonably practicable after Grantee occurs before the completion last day of the Performance Period and no later than while the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) Grantee is employed by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance GoalsCompany, the number of Credited Restricted Stock Units that are eligible to vest on each for purposes of the Vesting Dates Award shall be calculated as described in Section 2(a)equal to the Target Number of Restricted Stock Units. In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Restricted Stock Units that are not intended Credited Restricted Stock Units, after giving effect to constitute Qualified Performance-Based Compensationthe foregoing provisions, as of the last day of the Performance Period (or, if earlier, the Committee may make date of such adjustments a Change in Control or death or Disability (as such term is defined for purposes of the Employment Agreement) of the Grantee) shall immediately terminate and be cancelled. B. The “Threshold,” “Target” and “Stretch” levels of Earnings from Operations to be used to determine the Performance Goals as Vesting Percentage under Section 3(A) will be established by the Committee in its sole discretion deems appropriateconnection with the grant of the Award. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) C. For purposes of this AgreementAward, “SubsidiaryEarnings from Operations” shall mean any present or future means: the Company's earnings from operations for the Performance Period as calculated in accordance with generally accepted accounting principles (“subsidiary corporation” GAAP”), but adjusted (without duplication) to exclude the financial statement impact of the Company, as defined in Section 424(f) of the Code.following items:

Vesting. (a) Unless otherwise provided in this Agreement, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates Date (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and Section 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number of Units that shall be eligible to vest on each of Date (specified in the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with attached Schedule A, Section 2(b) hereof, divided by (ii) the number of Vesting Dates6). (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting DatePeriod, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance GoalsGoal, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a)calculated. In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals Goal may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments adjustment to the Performance Goals Goal as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) Section 3 are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each the latter of the Vesting Dates. The number of Units that shall be eligible to vest on each last day of the Vesting Dates shall be equal to (i) performance period or the total number of Units that are determined to be eligible to vest based on vesting date specified in the level of attainment of the Performance Goals in accordance with Section 2(b) hereofattached Schedule A, divided by (ii) the number of Vesting DatesSections 2 and 6. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting DatePeriod, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance GoalsGoal, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a)calculated. In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals Goal may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments adjustment to the Performance Goals Goal as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) Subject to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined earlier vesting in accordance with Section 2(bSections 4 or 5 below, the Shares (and any related Dividend Equivalent Units) below and (ii) as long as will become vested on the Participant remains continuously employed by later of the Company or a Subsidiary from third anniversary of the Grant Date through each of or the Vesting Dates. The number of Units that shall be eligible to vest date on each of which the Vesting Dates shall be equal to (i) Committee certifies the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals (the “Vesting Date”) in accordance with the provisions of Section 2(b3 below and subject to the provisions of subsection (b) hereofbelow. Prior to the Vesting Date, divided the Shares (and any related Dividend Equivalent Units) subject to the Award shall be nontransferable and, except as otherwise provided herein, shall be immediately forfeited upon Participant’s termination of employment with the Company and its Subsidiaries. Prior to the Vesting Date, the Award shall not be earned by (ii) Participant’s performance of services and there shall be no such vesting of the number Award. Subject to the terms of Vesting Datesthe Plan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements. Participant acknowledges that the opportunity to obtain the Shares represents valuable consideration, regardless of whether the Shares actually vest. (b) As soon as reasonably practicable after The maximum number of Shares (including any related Dividend Equivalent Units) that may vest and be paid out on the completion Vesting Date pursuant to Section 3 of this Agreement shall be limited to a Fair Market Value of Shares on the Vesting Date not to exceed: (i) one-half of one percent (or, one and one-half percent if Participant is the Chief Executive Officer of the Company) of the sum of the Company’s operating income for the Performance Period and no later than the first Vesting DateJanuary 1, [ ] through December 31, [ ], as determined by the Committee in accordance with the Plan, (ii) “operating income” for purpose of clause (i) above shall determine be calculated excluding the actual level effect of attainment changes in federal, state and local tax laws; restructuring charges; items of loss or expense determined to be extraordinary or unusual in nature or infrequent of occurrence or related to the disposal of a segment of a business or related to a change in accounting principle, all as determined by U.S. generally accepted accounting principles (“GAAP”); items of loss or expense related to discontinued operations that do not qualify as a segment of a business under GAAP; any reduction in operating income attributable to the acquisition of business operations during the applicable fiscal year, as most accurately determined either at the time of the Performance Goalsacquisition (through projections made at that time and accepted by the Committee), or at year end; and foreign exchange gains or losses, all as determined by the Committee; provided, however, that in no event shall the case number of Units intended to constitute Qualified Performance-Based CompensationShares which vest on the Vesting Date exceed the Maximum Award or the individual limits for Participants as set forth in the Plan. The maximum number of Shares may be reduced, but not increased, based on the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level degree of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated performance criteria as described set forth in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes 3 of this Agreement. To the extent unvested Shares are not paid to Participant pursuant to the immediately preceding sentence, “Subsidiary” then such unvested Shares (and any related Dividend Equivalent Units) shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Codebe immediately forfeited.

Vesting. (a) Unless otherwise provided in this Agreement, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) To the extent permissible under applicable local law, if the Participant commences working on a part-time basis, then the vesting schedule specified in Section 2(a) and on Schedule A may be adjusted by the Company in its sole discretion. (e) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided 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, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined calculated in accordance with Section 2(b4 (the “Earned Amount”), and the Participant’s rights to such vested number of Restricted Share Units shall become nonforfeitable as of the last day of the Performance Period, subject to Section 3(d) below below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the minutes of a meeting of the Committee) the extent to which the Performance Criteria and all other material terms of this Agreement have been met. (b) In the event the Participant dies or terminates employment on account of a Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as is equal to the product of (i) the Earned Amount that the Participant would have earned had he not died or suffered a Disability and (ii) as long as the Participant remains continuously employed by quotient of (A) the Company or a Subsidiary from number of days beginning on the Grant Date through each first day of the Vesting Dates. The number of Units that shall be eligible to vest Performance Period and ending on each the date of the Vesting Dates shall be equal to Participant’s death or the date the Participant’s employment is terminated as a result of Disability, as applicable, and (iB) the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units that are determined to be eligible in which the Participant may have been entitled to vest based on the level of attainment of the Performance Goals in accordance with the Performance Criteria) and the Participant’s, or the Participant’s estate or beneficiaries in the event of Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 2(b) hereof, divided by (ii) the number of Vesting Dates5 hereof had participant not died or suffered a Disability. (bc) As soon as reasonably practicable after In the completion of the Performance Period and no later than the first Vesting Dateevent this Award Agreement is assumed in connection with a Change in Control, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals Criteria as are necessary to equitably account for the Committee Change in Control. In the event the Participant’s employment with or service to the Company or any of its sole discretion deems appropriate. Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, and before the Restricted Share Units have become vested under Section 3(a) or (c) The b), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units in which the Participant may have no been entitled to vest in accordance with the Performance Criteria) and the Participant’s rights to the Shares until the such vested amount of Restricted Share Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation shall become nonforfeitable as of the Companydate on which the Participant’s employment with or service to the Company is terminated. (d) For purposes of this AgreementExcept as provided in Section 3(b) or (c) above, “Subsidiary” shall mean if the Participant’s employment with the Company terminates for any present or future “subsidiary corporation” reason prior to the expiration of the CompanyPerformance Period, as defined in Section 424(f) of all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable to the CodeParticipant.

Vesting. (a) Unless otherwise provided Subject to earlier vesting in this Agreementaccordance with Sections 3 or 4 below, the Units granted under this Agreement Shares shall vest and become payable in Shares as of each on the third anniversary of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals Grant Date set forth above (the “Performance GoalsVesting Date”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(bthe vesting provisions of subsection (b) below and (ii) below. Prior to the Vesting Date, the Shares subject to the Award shall be nontransferable and, except as long as the Participant remains continuously employed by otherwise provided herein, shall be immediately forfeited upon Participant’s termination of employment with the Company or a Subsidiary from and its Subsidiaries. Subject to the Grant Date through each terms of the Vesting Dates. The number of Units that shall be eligible Plan, the Committee reserves the right in its sole discretion to vest on each of waive or reduce the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Datesvesting requirements. (b) As soon as reasonably practicable after The Shares subject to the completion Award are intended to be “qualified performance-based compensation” within the meaning of Section 162(m) of the Performance Period Internal Revenue Code, as amended and no later than the first regulations thereunder (the “Code”) and the maximum number of Shares that shall vest on the Vesting Date shall be equal to the result derived from the following formula: (i) one-half of one percent (or, one and one-half percent if Participant is the Chief Executive Officer of the Company) of the sum of the Company’s operating profit for the period April 1, 2010 through December 31, 2012, as determined by the Committee in accordance with the Plan, divided by (ii) the fair market value of a Share on the Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in no event shall the case number of Units intended Shares which vest on the Vesting Date exceed the number of Shares subject to constitute Qualified Performance-Based Compensationthe Award or the individual limits for Participants as set forth in the Plan. The payout of vested Shares may be reduced, but not increased, based on the determination of the level degree of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) such performance criteria as determined by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate. (c) The discretion. To the extent unvested Shares are not paid to Participant shall have no rights pursuant to the immediately preceding sentence, then such unvested Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Companyshall be immediately forfeited. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided 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, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined calculated in accordance with Section 2(b4 (the “Earned Amount”), and the Participant’s rights to such vested number of Restricted Share Units shall become nonforfeitable as of the last day of the Performance Period, subject to Section 3(d) below below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the minutes of a meeting of the Committee) the extent to which the Performance Criteria and all other material terms of this Agreement have been met. (b) In the event the Participant dies or terminates employment on account of a Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as is equal to the product of (i) the Earned Amount that the Participant would have earned had he not died or suffered a Disability and (ii) as long as the Participant remains continuously employed by quotient of (A) the Company or a Subsidiary from number of days beginning with the Grant Date through each first day of the Vesting Dates. The number of Units that shall be eligible to vest Performance Period and ending on each the date of the Vesting Dates shall be equal to Participant’s death or the date the Participant’s employment is terminated as a result of Disability, as applicable, and (iB) the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units that are determined to be eligible in which the Participant may have been entitled to vest based on the level of attainment of the Performance Goals in accordance with the Performance Criteria) and the Participant’s, or the Participant’s estate or beneficiaries in the event of Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 2(b) hereof, divided by (ii) 5 hereof had the number of Vesting DatesParticipant not died or suffered a Disability. (bc) As soon as reasonably practicable after In the completion of the Performance Period and no later than the first Vesting Dateevent this Award Agreement is assumed in connection with a Change in Control, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals Criteria as are necessary to equitably account for the Committee Change in Control. In the event the Participant’s employment with or service to the Company or any of its sole discretion deems appropriate. Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, and before the Restricted Share Units have become vested under Section 3(a) or (c) The b), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units in which the Participant may have no been entitled to vest in accordance with the Performance Criteria) and the Participant’s rights to the Shares until the such vested amount of Restricted Share Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation shall become nonforfeitable as of the Companydate on which the Participant’s employment with or service to the Company is terminated. (d) For purposes of this AgreementExcept as provided in Section 3(b) or (c) above, “Subsidiary” shall mean if the Participant’s employment with the Company terminates for any present or future “subsidiary corporation” reason prior to the expiration of the CompanyPerformance Period, as defined in Section 424(f) of all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable to the CodeParticipant.

Vesting. (a) Unless otherwise provided in Subject to the other provisions of this AgreementParagraph 2, the Performance Units granted under this Agreement shall vest and become payable in Shares as of each of December 31, 2014 (the Vesting Dates (specified in the attached Schedule A, Section 6), (i“Service Date”) to the 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 goals goal(s) or service condition(s) shall be forfeited and the Grantee shall not have any further rights with respect to those Performance Units. (b) If the “Performance Goals”) applicable Grantee’s service with the Employer ceases prior to the performance Service Date due to the Grantee’s death or “total disability” (as defined below), the Grantee shall become vested in a pro-rata portion of the Performance 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, 2013 and ending on the Service Date (the “Performance Period”) (specified in the attached Schedule A), Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (iiB) the denominator of which is 730. Any Performance Units that do not vest in connection with such death or total disability shall be forfeited as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number of Units that date the Grantee’s service ceases and the Grantee shall be eligible not have any further rights with respect to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the those Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriateUnits. (c) The Participant shall have no rights If the Grantee’s service with the Employer ceases prior to the Shares until Service Date due to (i) a termination by the Units have vested. Prior to settlementEmployer without “cause” (as defined below), or (ii) a resignation by the Units represent an unfunded and unsecured obligation Grantee with “good reason” (as defined below), then the Grantee shall become vested as of the CompanyService 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 730, subject to the 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 as of the date the Grantee’s service ceases and the Grantee shall not have any further rights with respect to those Performance Units. Any Performance Units that do not vest because of the failure 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) 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 before the payment date described below in Paragraph 3, all the Performance Units shall be immediately forfeited and the Grantee shall not have any further rights with respect to this Grant. (e) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.:

Vesting. The Executive shall be vested in the Share Units allocated to the Stock Account as of his Date of Termination in accordance with the following: (a) Unless otherwise provided in this Agreement, The Executive shall be vested 25% of the Share Units granted under this Agreement shall vest and become payable in Shares allocated to the Stock Account as of each his Date of Termination, if the Vesting Dates (specified in the attached Schedule AExecutive's Date of Termination has not occurred before December 31, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates1997. (b) As soon as reasonably practicable after the completion The Executive shall be vested in an additional 25% of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Share Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments allocated to the Performance Goals Stock Account as of his Date of Termination, if the Committee in its sole discretion deems appropriateExecutive's Date of Termination has not occurred before December 29, 1998. (c) The Participant Executive shall have no rights be vested in 25% of the Share Units allocated to the Shares until Stock Account as of his Date of Termination, in proportion to the Units have vested. Prior to settlementachievement of performance goals for the 1997 Performance Period, and shall be vested in the Units represent an unfunded and unsecured obligation remaining 25% of the CompanyShare Units allocated to the Stock Account as of his Date of Termination, in proportion to the achievement of the performance goals for the 1998 Performance Period, as those Performance Periods and performance goals are established in accordance with the Employment Agreement. (d) For purposes Notwithstanding the foregoing provisions of this Agreementparagraph 5, “Subsidiary” the Executive shall mean any present or future “subsidiary corporation” become vested in 100% of the CompanyShare Units allocated to his Stock Account as of his Date of Termination (which vesting shall be deemed to occur prior to the determination and distribution of the Value of his Stock Account in accordance with paragraph 6), as defined if the Executive's Date of Termination occurs prior to December 29, 1998 under circumstances described in Section 424(fparagraph 3(b) of the CodeEmployment Agreement (relating to the Executive's being Disabled), under circumstances described in paragraph 3(d) of the Employment Agreement (relating to constructive discharge), or under circumstances described in paragraph 3(f) of the Employment Agreement (relating to termination by the Company without Cause), or the Date of Termination occurs prior to December 29, 1998 by reason of his death.

Vesting. (a) Unless otherwise provided in Subject to the terms and conditions of this Agreement, including the Units granted clawback and forfeiture provisions under Section 6 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 shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as if the Participant remains continuously employed by the Company or a Subsidiary from until the Grant Date through each of date the Vesting Dates. The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals Participant becomes vested in accordance with Section 2(b) hereof, divided by (ii) the number terms and conditions of Vesting Datesthis Agreement. (b) As soon as reasonably practicable after The number of PSUs that shall become earned, if any (the completion “Earned PSUs”), following the end of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment be determined (i) with respect to fifty percent (50%) of the Performance Goals; providedPSUs by multiplying such PSUs by the Relative TSR Earned Percentage, howevercalculated as set forth in Exhibit A to this Agreement, that in which percentage may range from zero to two hundred percent (200%) and (ii) with respect to the case of Units intended to constitute Qualified Performance-Based Compensation, the determination remaining fifty percent (50%) of the level of attainment of Performance Goals shall be certified in writing in accordance with PSUs by multiplying the requirements of Code Section 162(m) PSUs by the CommitteeROIC Earned Percentage, calculated as set forth in Exhibit B to this Agreement, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(mpercentage may range from zero to two hundred percent (200%). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate. (c) The Participant Earned PSUs, if any, shall have no rights to vest on the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation last day of the CompanyPerformance Period (the “Vesting Date”). (d) For purposes of The calculations under this Agreement, Section 3 shall be made by the Compensation Committee (the “Subsidiary” shall mean any present or future “subsidiary corporation” Committee”) of the Company’s Board of Directors (the “Board”) following the end of the Performance Period and any vesting resulting from such calculations shall be effective as of the Vesting Date. Any PSUs that do not vest on the Vesting Date pursuant to the terms of Section 3 or 4 hereof shall be immediately and irrevocably forfeited, including the right to receive cash payments and other distributions pursuant to Sections 7(c) and (d) hereof, as defined in Section 424(f) of the CodeVesting Date. (e) The Committee shall have the authority to make any determinations regarding questions arising from the application of the provisions of this Section 3, which determination shall be final, conclusive and binding on the Participant and the Company.

Vesting. (a) Unless otherwise provided in this Agreement, the Units granted under The Ordinary Shares subject to this Agreement shall vest will become earned based on the actual level of performance achieved with respect to the Performance Goals during the Performance Period on the terms set forth on Exhibit B and as determined by the Board and the earned Performance Share Units will become payable in Shares as of each vested if the Participant satisfies the requirements of the Vesting Dates Schedule set forth on Exhibit B. (specified in the attached Schedule A, Section 6), (ib) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as If the Participant remains continuously ceases to be employed by the Company or a Subsidiary from the Grant Date through each subsidiary of the Company employing the Participant (the “Employer”) prior to the Vesting Dates. The number Date (as defined in Exhibit B) as a result of Units that shall be eligible to vest on each a termination by the Employer without Cause (as defined below) or the Participant’s resignation for Good Reason (as defined below), as of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee Participant shall determine be entitled to the actual number of Performance Share Units earned pursuant to the Performance Goals as of the date of termination. (c) If the Participant ceases to be employed by the Employer for any reason prior to the applicable Vesting Date, other than due to a termination without Cause or the Participant’s resignation for Good Reason, the Participant shall forfeit all Performance Share Units and the Participant will not have any rights with respect to Performance Share Units that have not yet become vested as of the date the Participant ceases to be employed by the Employer, irrespective of the level of attainment achievement of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination if such termination is a result of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis death or permanent disability of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based CompensationParticipant, the Performance Goals may Share Units shall not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended forfeited and shall remain subject to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments vesting pursuant to the Performance Goals terms hereof and exercisable by the Participant or his or her estate, as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Companycase may be. (d) For purposes of this Agreementagreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of following terms have the Code.following meanings:

Vesting. (a) Unless otherwise provided in this Agreement, the Units Award granted under this Agreement shall vest and become payable in Shares cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), ): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary (or one of the Company’s affiliates) from the Grant Date through each of the Vesting Dates. The number amount of Units the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (ix) the total number amount of Units the Award that are is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (iiy) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified of the level of attainment of the Performance Goals, the number amount of Units the Award that are is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the The Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined make such adjustments in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals (and to the method of determining the performance attainment level) as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Shares Award until the Units Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Units represent Award represents an unfunded and unsecured obligation of the Company. (d) To the extent permissible under applicable local law, if the Participant commences working on a part-time basis, then the vesting schedule specified in Section 2(a) and on Schedule A may be adjusted by the Company in its sole discretion. (e) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless Except as otherwise provided in this AgreementSection 3, the Units granted under this Agreement shares of Unvested Restricted Stock shall vest and become payable in Shares as of each of Vested Restricted Stock on __________, only if and to the Vesting Dates (specified in the attached Schedule A, Section 6), extent (i) to the extent Participant remains in Continuous Service through ___________, and (ii) the Company attains the performance goals during the performance period ending _____________, as set forth on Appendix A hereto (the “Performance Goals”) applicable and as certified by a written determination of the Compensation Committee of the Board of Directors of the Company. The Compensation Committee shall make its certification before ___________. No vesting shall occur for performance below Threshold and the full number of share shall vest for performance that is equal to or greater than Maximum, as set forth on Appendix A. The shares of Unvested Restricted Stock which do not vest shall immediately and without notice be forfeited and the performance period Participant shall have no rights with respect to such Unvested Restricted Stock. (b) In the “Performance Period”) (specified event that the Participant’s employment is terminated as a result of death or Disability, at any time between the Grant Date and ____________, the Participant shall vest in the attached Schedule Restricted Stock at Target (as set forth in Appendix A), Sections 2 and 3) regardless of whether the Performance Goals are attained, with such vesting occurring as determined of the day before the termination of employment. The shares of Unvested Restricted Stock which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. (c) In the event the Participant’s employment terminates prior to ______________, by reason of the non-renewal of the Term of the Employment Agreement by the Company, whether at the end of the current Term or any extended Term of the Employment Agreement, to the extent the Performance Goals are attained as set forth on Appendix A, the Participant shall be entitled to vest in the Restricted Stock in a pro-rated amount based on the date of the Participant’s termination of employment, subject to the Compensation Committee certification provided for in Section 3(a) of this Agreement. The shares of Unvested Restricted Stock which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. (d) In the event the Participant’s employment terminates prior to _______________, by reason of the Company’s termination of the Participant without Cause or the Participant’s termination of employment for Good Reason, to the extent the Performance Goals are attained as set forth on Appendix A, the Participant shall be entitled to vest in the Restricted Stock in accordance with Section 2(b3(a) below above without any reduction or limitation as a result of said prior termination, subject to the Compensation Committee certification provided for in Section 3(a) of this Agreement. The shares of Unvested Restricted Stock which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. (e) In the event there is a Change of Control, as defined in the Plan, then the Participant shall vest in the Restricted Stock at Target as of the effective date of any such Change of Control; provided that (i) if the Participant has previously been terminated from employment as described under Section 3(c) and the Change of Control occurs prior to the vesting of unvested Restricted Stock provided for under Section 3(c), the Participant shall vest in the Restricted Stock in a pro-rated amount at Target based on the date of the Participant’s termination of employment, and any other rights in respect of the vesting of Unvested Restricted Stock under Section 3(c) shall be cancelled and of no further force and effect, and (ii) as long as if the Participant remains continuously employed by has previously been terminated from employment as described under Section 3(d) and the Company or a Subsidiary from Change of Control occurs prior to the Grant Date through each vesting of Unvested Restricted Stock provided for under Section 3(d), then the Participant shall vest in the Restricted Stock at Target as of the Vesting Dateseffective date of any such Change of Control, and any other rights in respect of the vesting of Unvested Restricted Stock under Section 3(d) shall be cancelled and of no further force and effect. The shares of Unvested Restricted Stock which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. (f) In the event the Participant’s employment is terminated for Cause or if the Participant terminates his/her employment without Good Reason, all Unvested Restricted Stock shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. (g) Except as is provided in Section 9 of the Plan, any adjustment to an award of Restricted Stock pursuant to Section 9 of the Plan shall not change the ratio of Unvested Restricted Stock to Vested Restricted Stock. (h) If the Participant is entitled to vest in a pro-rata portion of the Restricted Stock, the number of Units that shares of Unvested Restricted Stock which vest shall be eligible to vest on each of determined by multiplying the Vesting Dates shall be equal to (i) the total number of Units that are determined to be shares eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with by a fraction, the requirements numerator of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, is the number of Units that are eligible to vest on each days elapsed between the ___________, and the date of the Vesting Dates shall termination of employment, and the denominator of which is ________. For example, if the vesting based on attainment of Performance Goals is determined to be calculated as described in Section 2(a). In at Target and the case Participant completed 100 days of Units that are intended to constitute Qualified Performance-Based CompensationContinuous Service from ___________, the Committee may not increase pro-rata vested amount would be equal to the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based shares vested at Target (as provided on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule Appendix A, Section 4 in accordance with the requirements of Code Section 162(m) times (100 divided by _______). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Units granted under this Agreement You shall vest and become payable in Shares as the number of each PRSUs, if any, determined by the Committee following the end of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals period commencing on «DATE» (the “Performance GoalsCommencement Date”) applicable to and ending on «DATE» (the performance period “Expiration Date”) or, if earlier, the date on which a Change in Control is consummated (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment achievement of the applicable performance goals approved by the Committee, communicated to you and set forth in the Company’s records (the “Performance Measures”), subject to your continued employment with the Company or an Affiliate through the end of the Performance Goals Period. The number of PRSUs that may become vested hereunder shall range from zero to two hundred percent (200%) of the Target PRSUs, based on the level of achievement of the applicable performance goals during the Performance Period, as determined by the Committee. If more than 100% of the Target PRSUs become vested, as determined by the Committee, then such number of additional PRSUs (the “Additional PRSUs”) and the Target PRSUs (collectively, the “Final PRSUs”) shall be deemed to be vested on the date on which the Committee certifies the level of achievement of the applicable performance goals (the “Certification Date”) or, if earlier, the date of the Change in Control (the “CIC Date”). Subject to Section 4 below, any Final PRSUs that are earned based on the achievement of applicable performance goals in accordance with this Section 2(b3(a) hereof(the “Earned PRSUs”) shall be deemed to be vested on the Certification Date or, divided by (ii) if earlier, the number CIC Date. Subject to Section 4 below, any Target PRSUs and Dividend Equivalent Rights that do not vest pursuant to the terms of Vesting DatesSections 3 or 4 hereof shall be immediately and irrevocably forfeited as of such earlier date. (b) As soon as reasonably practicable after The Committee administering the completion Plan shall have the authority to make any determinations regarding questions arising from the application of the Performance Period and no later than the first Vesting Dateprovisions of this Section 3, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the which determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committeefinal, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest conclusive and binding on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded you and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise Subject to the accelerated vesting provisions provided in this Agreementbelow, earned Performance Based Restricted Stock Units subject to the Units granted under this Agreement Award shall vest and become payable in Shares as of each on the last day of the Vesting Dates (specified in the attached Schedule APeriod, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant if Employee remains continuously employed by the Company or a Subsidiary from its Subsidiaries through such date. For the Grant Date through each avoidance of doubt, if the Vesting Dates. The number of Units that Company fails to achieve at least the Earnings Per Share Threshold, an Employee shall be eligible entitled to vest on each receive no shares of the Vesting Dates shall be equal Stock with respect to seventy-five percent (i75%) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by Based Restricted Stock Units subject to the Award (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a2), unless the deemed Cumulative Earnings Per Share from Continuing Operations provisions in this Section specifically modify such result. In Likewise, if the case Company fails to achieve at least the Return on Invested Capital Threshold, an Employee shall be entitled to receive no shares of Stock with respect to twenty-five percent (25%) of the Performance Based Restricted Stock Units that are intended subject to constitute Qualified Performance-Based Compensationthe Award (as described in Section 2), unless the deemed Average Return on Invested Capital provisions in this Section specifically modify such result. If, during the Performance Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, the Committee may not increase Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months of the Employee’s employment during the Performance Period divided by twelve), based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period; or B. A Change in Control occurs, the Performance Based Restricted Stock Units that may subject to the Award shall be eligible to vest to a number that is greater than vested, pro rata (based on the number of full and partial months during the Performance Period before the date of the Change in Control, divided by twelve), and the Cumulative Earnings Per Share from Continuing Operations shall be deemed to be one hundred percent (100%) of the Earnings Per Share Target and the Average Return on Invested Capital shall be deemed to be one hundred percent (100%) of the Return on Invested Capital Target, regardless of actual performance. If, after the Performance Period but during the Vesting Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, earned Performance Based Restricted Stock Units determined subject to the Award shall be immediately fully vested, based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period; or B. A Change in accordance Control occurs, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period. Except as provided in Section 4.1 below, in the event of the termination of employment of Employee with the foregoing sentence, but it retains Company and its Subsidiaries for any other reason before the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level end of the Vesting Period, all Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Restricted Stock Units that are not intended to constitute Qualified Performance-Based Compensation, vested at the Committee may make time of such adjustments to termination of employment (after first taking into account the Performance Goals as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes accelerated vesting provisions of this Agreement, “Subsidiary” Section 4) shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Codebe forfeited.

Vesting. (a) Unless otherwise provided in this Agreement, the Units granted under this Agreement The Granted PBRSUs shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) be subject to the extent the performance goals both a time-based vesting condition (the “Performance GoalsTime-Based Condition”) applicable to the performance period and a performance-based vesting condition (the “Performance PeriodPerformance-Based Condition”) (specified in the attached Schedule A, Sections 2 and 3) are attained), as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each described herein. None of the Vesting DatesGranted 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 Units Granted PBRSUs that shall be eligible to vest on each become “vested” for purposes of this Agreement (which, for the Vesting Dates shall be equal to (i) the total number sake of Units that are determined to be eligible to vest based on the level clarity and avoidance of attainment of the Performance Goals in accordance with Section 2(b) hereofdoubt, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is less than or greater than the number of Units determined in accordance with PBRSUs specified above as having been granted on the foregoing sentence, but it retains Grant Date) shall equal the sole discretion to reduce product of (x) the number of Units the Granted PBRSUs that would otherwise have satisfied the Time-Based Condition and (y) the percentage level at which the Performance-Based Condition has been satisfied. (i) The Time-Based Condition shall be eligible to vest based satisfied on the attainment Performance Measurement Date (as defined below), subject to the Participant not having ceased to perform services to the Company, except as provided in Section 2(c), 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 GoalsMeasurement Date and will be equal to the average of the Achievement Percentages separately determined for the Performance Goals (as defined below). For Units Table 1: Non-COC Measurement Date ([●]) Below Threshold <[●] <[●] [●] Threshold [●] [●] [●] 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. The maximum number of Granted PBRSUs that are intended to constitute Qualified satisfy the Performance-Based CompensationCondition and thus become “vested” cannot exceed [●]% of the Granted PBRSUs. For each Performance Goal, performance between Threshold and Target or between Target and Maximum will be determined on a pro-rata basis using straight-line interpolation between the Achievement Percentages for the relevant levels of performance. Example: If Cumulative Adjusted EBITDA is $[●], the Performance Goals may not be adjusted except as specified in Achievement Percentage for Cumulative Adjusted EBITDA is [●]%. If End-to-End RCM Agreement Growth is $[●], the attached Schedule AAchievement Percentage for End-to-End RCM Agreement Growth is [●]%. Accordingly, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified percentage level at which the Performance-Based Compensation, Condition is satisfied is [●]% (the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate. average of [●]% and [●]%). [Year] [●] [●] [●] [●] [●] [●] [Year] [●] [●] [●] [●] [●] [●] [Year] [●] [●] [●] [●] [●] [●] Cumulative (c[●] Yrs) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.[●] [●] [●] [●] [●] [●]

Vesting. (a) Unless Except as otherwise provided in the Plan or herein, any unvested PSUs subject to this AgreementAward shall no longer Vest and shall be forfeited without payment of any kind to Grantee, immediately after Grantee fails to maintain continuous status as an Employee through the Units granted under this Agreement shall vest and become payable in Shares Determination Date (as of each of the Vesting Dates (specified in the attached Schedule A, Section 6defined below), (i) to the extent such PSUs are not then vested in accordance with the following vesting provisions. The level of vesting is based on the determination of Company’s (or its successors) achievement of the financial performance goals as set forth below. 2024 PLAN: PSU-ROTCE The vesting of the PSUs will be determined based on Company’s achievement of Threshold, Target or Maximum levels (or levels between Threshold and Target or between Target and Maximum, the “Performance Goals”) applicable of ROTCE Performance as follows: Minimum Below [●] 0% Threshold At [●] [●] Target At 100% 100% Maximum At or above [●] [●] For ROTCE Performance: (A) should Company fail to achieve at least Threshold, zero percent (0%) of the performance period Award shall Vest; (B) should Company achieve (i) Threshold, [●] of the “Performance Period”) (specified in the attached Schedule AAward shall Vest, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each Target, one hundred percent (100%) of the Vesting Dates. The number of Units that Award shall be eligible to vest on each Vest, or (iii) Maximum or greater, [●] of the Vesting Dates Award shall Vest; and (C) should Company achieve an ROTCE Performance level that falls between Threshold and Target or between Target and Maximum, the percentage of the Award that Vests will be equal based upon straight-line interpolation between such Performance Goals, rounded to the nearest whole share of Common Stock. For example, ROTCE Performance of 80% or 111% will result in 80% or 111%, respectively, of the Award Vesting. Within seventy-five (i75) days following the total number of Units that are determined to be eligible to vest based on the level of attainment last day of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting DatePeriod, the Committee shall determine the actual level of attainment achievement in respect of the Performance Goals; provided, however, that in Goals (the case date of Units intended to constitute Qualified Performance-Based Compensationsuch determination, the determination “Determination Date”) and shall calculate and approve the final number of PSUs for vesting. Any PSUs that are determined not to be earned by the Committee under an Award will be permanently and irrevocably forfeited as of the level of attainment of Performance Goals shall be certified in writing in accordance with Determination Date and Grantee will have no further rights to such unvested PSUs or the requirements of Code Section 162(m) by the related Dividend Equivalents. The Committee, which in its sole discretion, shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of make all determinations regarding the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensationincluding, but not limited to, the Committee may not increase the number extent of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentenceachievement, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such and any adjustments to the Performance Goals calculation of ROTCE of Company, a Peer Company or the Peer Group, as necessary or appropriate. Determinations made by the Committee in its sole will be final and binding on all parties and will be given the maximum discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vestedpermitted by law. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.2024 PLAN: PSU-ROTCE

Vesting. (a) Unless otherwise Except as provided in this AgreementSections 2(b) and 2(c) below and to the extent not previously vested or forfeited as provided herein, the Units granted under this Agreement shall vest and become payable in Shares on a date as of each determined by the Committee after termination of the Vesting Dates Performance Period (specified in as defined below) and certification of performance by the attached Schedule ACommittee, Section 6)but no later than March 15, (i) to the extent the performance goals 2026 (the “Performance GoalsDate of Issuance”) applicable ). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2023 and ending on December 31, 2025 (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed certified by the Company or a Subsidiary from Committee following the Grant Date through each end of the Vesting DatesPerformance Period. The number of Units that shall be eligible to vest and the number of Shares that shall become issuable on each the Date of the Vesting Dates Issuance shall be equal to (i) the total determined as set forth on Appendix A. The number of Units vesting and the number of Shares that are determined to be eligible to vest based shall become issuable on the level Date of attainment of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the Performance Goals Period is less than or equal to zero, as provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to reduction in accordance with Section 2(b) hereofsection 12 below. With respect to any Units that have vested on the Date of Issuance, divided by (ii) the number Shares related thereto shall be issued to you, in settlement of Vesting Dates. (b) As soon such vested Units, on such Date of Issuance. Dividends will be accrued and paid out as reasonably practicable after additional shares at the completion time of the Performance Period award, as provided in Section 6 below. All Units, including your rights thereto and no later than to the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committeeunderlying Shares, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to do not vest on each or before the Date of the Vesting Dates Issuance, as provided in this Section 2, shall immediately be calculated forfeited as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number such Date of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments Issuance (to the Performance Goals extent not previously forfeited as the Committee in its sole discretion deems appropriateprovided herein). (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise The RSUs subject to this Award shall be subject to both a time-based vesting condition (the “Time-Based Condition”) and a performance-based vesting condition (the “Performance Condition”), as described herein. Except as expressly provided herein, none of the RSUs (or any portion thereof) shall be “vested” for purposes of this Agreement unless and until both the Time-Based Condition and the Performance Condition for such RSUs are satisfied. The number of RSUs that are “vested” for purposes of this Agreement at any time shall equal the product of (i) the number of the RSUs that have satisfied the Time-Based Condition and (ii) the percentage level at which the Performance Condition has been satisfied. (i) The Time-Based Condition for the RSUs shall be satisfied on September 30, [ ], subject to the Participant not incurring a Termination prior to such date. There shall be no proportionate or partial satisfaction of the Time-Based Condition prior to such date, except as specifically provided in this Agreement, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and . (ii) as long as The percentage level at which the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number of Units that Performance Condition is satisfied shall be eligible to vest on each of based upon the Vesting Dates Company’s “Incremental ROIC”. First, the Company’s Incremental ROIC shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than ending September 30, [ ], as further described below. This result is expressed as a percentage. Next, this actual Incremental ROIC shall be compared to the first Vesting Dateproposed Target level of Incremental ROIC, which is also expressed as a percentage. Finally, the Committee shall determine the actual level of attainment of at which the Performance Goals; providedCondition is satisfied shall be based upon this comparison, however, that as provided in the case table below, and the number of Units intended to constitute Qualified Performance-Based Compensation, RSUs that satisfy the determination of the level of attainment of Performance Goals Condition shall be certified in writing in accordance determined by multiplying the number of Target RSUs granted hereunder by the percentage at which the Performance Condition is satisfied. Threshold 87% of Target 50% Target 100% of Target 100% Maximum 113% of Target 200% The “Target” level associated with the requirements of Code Section 162(m) Incremental ROIC shall be established by the Committee, and will be communicated in writing separately to the Participant by the Company within thirty (30) days following the date first above written. For the avoidance of doubt, in no event shall the Performance Condition be deemed satisfied unless actual Incremental ROIC equals or exceeds the threshold level provided in the table above. To the extent that actual Incremental ROIC is between the threshold and target levels or between the target and maximum levels described in the table above, the percentage at which the Performance Condition is satisfied shall be comprised solely of “outside directors” within determined on a pro rata basis using straight-line interpolation. In no event will the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of percentage at which the Performance GoalsCondition is satisfied exceed 200%. For example. Suppose that actual Incremental ROIC, when compared to the Target Incremental ROIC level, results in the percentage comparison of 93.5%. The percentage at which the Performance Condition is satisfied would be 75%. The maximum number of RSUs that could vest hereunder would be 75% of the number of Units that are eligible Target RSUs listed above, but would still be subject to vest on each the satisfaction of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified PerformanceTime-Based Compensation, Condition. If the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified PerformanceTime-Based CompensationCondition is not satisfied, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m)then no RSUs will vest. For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.3(a):

Vesting. (a) Unless otherwise Except as provided in this AgreementSections 3(b) and 3(c) below and to the extent not previously vested or forfeited as provided herein, the Units granted under this Agreement shall vest and become payable in Shares on a date as of each determined by the Committee after termination of the Vesting Dates Performance Period (specified in as defined below) and certification of performance by the attached Schedule ACommittee, Section 6)but no later than March 15, (i) to the extent the performance goals 2024 (the “Performance GoalsDate of Issuance”) applicable ). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2021 and ending on December 31, 2023 (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed certified by the Company or a Subsidiary from Committee following the Grant Date through each end of the Vesting DatesPerformance Period. The number of Units that shall be eligible to vest and the number of Shares that shall become issuable on each the Date of the Vesting Dates Issuance shall be equal to (i) the total determined as set forth on Appendix A. The number of Units vesting and the number of Shares that are determined to be eligible to vest based shall become issuable on the level Date of attainment of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the Performance Goals Period is less than or equal to zero, as provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to reduction in accordance with Section 2(b) hereofsection 12 below. With respect to any Units that have vested on the Date of Issuance, divided by (ii) the number Shares related thereto shall be issued to you, in settlement of Vesting Dates. (b) As soon such vested Units, on such Date of Issuance. Dividends will be accrued and paid out as reasonably practicable after additional shares at the completion time of the Performance Period award, as provided in Section 6 below. All Units, including your rights thereto and no later than to the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committeeunderlying Shares, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to do not vest on each or before the Date of the Vesting Dates Issuance, as provided in this Section 3, shall immediately be calculated forfeited as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number such Date of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments Issuance (to the Performance Goals extent not previously forfeited as the Committee in its sole discretion deems appropriateprovided herein). (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise Subject to the accelerated vesting provisions provided in this Agreementbelow, earned Performance Based Restricted Stock Units subject to the Units granted under this Agreement Award shall vest and become payable in Shares as of each on the last day of the Vesting Dates (specified in the attached Schedule APeriod, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant if Employee remains continuously employed by the Company or a Subsidiary from its Subsidiaries through such date. For the Grant Date through each avoidance of doubt, if the Vesting Dates. The number of Units that Company fails to achieve at least the Earnings Per Share Threshold, an Employee shall be eligible entitled to vest on each receive no shares of the Vesting Dates shall be equal Stock with respect to seventy-five percent (i75%) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by Based Restricted Stock Units subject to the Award (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a2), unless the deemed Cumulative Earnings Per Share from Continuing Operations provisions in this Section specifically modify such result. In Likewise, if the case Company fails to achieve at least the Return on Invested Capital Threshold, an Employee shall be entitled to receive no shares of Stock with respect to twenty-five percent (25%) of the Performance Based Restricted Stock Units that are intended subject to constitute Qualified Performance-Based Compensationthe Award (as described in Section 2), unless the deemed Average Return on Invested Capital provisions in this Section specifically modify such result. If, during the Performance Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, the Committee may not increase Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months of the Employee’s employment during the Performance Period divided by twelve), based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period; or B. A Change in Control occurs, the Performance Based Restricted Stock Units that may subject to the Award shall be eligible to vest to a number that is greater than vested, pro rata (based on the number of full and partial months during the Performance Period before the date of the Change in Control, divided by twelve), and the Cumulative Earnings Per Share from Continuing Operations shall be deemed to be one hundred percent (100%) of the Earnings Per Share Target and the Average Return on Invested Capital shall be deemed to be one hundred percent (100%) of the Return on Invested Capital Target, regardless of actual performance. If, after the Performance Period but during the Vesting Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, earned Performance Based Restricted Stock Units determined subject to the Award shall be immediately fully vested, based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period; or B. A Change in accordance Control occurs, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period. Except as provided in Section 4.1 below, in the event of the termination of employment of Employee with the foregoing sentence, but it retains Company and its Subsidiaries for any other reason before the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level end of the Vesting Period, all Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Restricted Stock Units that are not intended to constitute Qualified Performance-Based Compensationvested at the time of such termination of employment (after first taking into account the accelerated vesting provisions of this Section 4) shall be forfeited. In the event of termination of employment (whether or not in breach of local labor laws), the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate. (c) The Participant Company shall have no rights the exclusive discretion to determine the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation date of the Company. (d) For termination of employment for purposes of this AgreementAward. Such termination date shall be the date that the Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “Subsidiarygarden leave” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Codesimilar period pursuant to local law).

Vesting. (a) Unless All Phantom Units shall vest on the Normal Vesting Date; provided, however, that, except as otherwise provided set forth in this Agreement, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6)3, (i) to the extent Participant must be in continuous Employment at all times between the performance goals (Grant Date and the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule ANormal Vesting Date, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as in the event of termination of Employment prior to the Normal Vesting Date, all Phantom Units shall be forfeited. (b) If, prior to the Normal Vesting Date, the Participant’s Employment with the Company is terminated due to death, Retirement, Disability or involuntary termination without Cause, then the Participant remains continuously employed shall become vested in a reduced number of Phantom Units, which shall be calculated by multiplying the Company or number of Phantom Units awarded under this Award Agreement by a Subsidiary fraction, the numerator of which is the number of calendar days that have elapsed from the Grant Date through each the date of his termination of Employment and the denominator of which is 1095. Any Phantom Units in excess of such number shall remain unvested and shall be forfeited as of the Vesting Dates. The number date of Units that shall be eligible to vest on each his termination of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriateEmployment. (c) The Notwithstanding any provision in this Award Agreement to the contrary, the Participant shall have no rights to become fully vested in all outstanding Phantom Units granted under this Award Agreement upon the Shares until the Units have vested. Prior to settlement, the Units represent occurrence of a Change of Control or an unfunded and unsecured obligation IPO of the CompanyNAG. (d) For purposes Upon the exercise of a put option with regard to all or some of the Units that the Participant has obtained as set forth in the Equity Purchase Agreement, the Participant shall forfeit an equivalent number of any unvested Phantom Units. (e) No vesting requirements shall apply to any dividend equivalents payable in accordance with Section 4(c) of this Award Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Units Award granted under this Agreement shall vest and become payable in Shares cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), 5): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary (or one of the Company’s affiliates) from the Grant Date through each of the Vesting Dates. The number amount of Units the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (ix) the total number amount of Units the Award that are is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (iiy) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified of the attainment level of attainment of the Performance Goals, the number amount of Units the Award that are is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the The Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined make such adjustments in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals (and to the method of determining the performance attainment level) as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Shares Award until the Units Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Units represent Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise Subject to the accelerated vesting provisions provided in this Agreementbelow, the Performance Based Restricted Stock Units granted under this Agreement subject to the Award shall vest and become payable in Shares as of each on the last day of the Vesting Dates (specified in the attached Schedule APeriod, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant if Employee remains continuously employed by the Company or a Subsidiary from its Subsidiaries through such date. For the Grant Date through each avoidance of doubt, if the Vesting Dates. The number of Units that Company fails to achieve at least the Earnings Per Share Threshold, an Employee shall be eligible entitled to vest on each receive no shares of the Vesting Dates shall be equal Stock with respect to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by Based Restricted Stock Units subject to the Award (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a2), unless the deemed Earnings Per Share from Continuing Operations provisions in this Section specifically modify such result. In If, during the case Performance Period: A. The Employee dies or terminates employment on account of Units that are intended to constitute Qualified Performance-Based Compensationhis or her Permanent Disability, the Committee may not increase Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months of the Employee’s employment during the Performance Period divided by twelve), based on Earnings Per Share from Continuing Operations during the Performance Period; or B. A Change in Control occurs, the Performance Based Restricted Stock Units that may subject to the Award shall be eligible to vest to a number that is greater than vested, pro rata (based on the number of Units determined in accordance with full and partial months during the foregoing sentence, but it retains Performance Period before the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level date of the Change in Control, divided by twelve), and the Earnings Per Share from Continuing Operations shall be deemed to be 100% of the Earnings Per Share Target, regardless of actual performance. If, after the Performance Goals. For Units that are intended to constitute Qualified Performance-Based CompensationPeriod but during the Vesting Period: A. The Employee dies or terminates employment on account of his or her Permanent Disability or by reason of retirement (as determined by the Company, in its sole and absolute discretion), the Performance Goals may not Based Restricted Stock Units subject to the Award shall be adjusted except immediately fully vested, based on Earnings Per Share from Continuing Operations during the Performance Period; or B. A Change in Control occurs, the Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Earnings Per Share from Continuing Operations during the Performance Period. Except as specified provided in 4.1 below, in the attached Schedule A, Section 4 in accordance event of the termination of employment of Employee with the requirements Company and its Subsidiaries for any other reason before the end of Code Section 162(m). For the Vesting Period, all Performance Based Restricted Stock Units that are not intended to constitute Qualified Performance-Based Compensation, vested at the Committee may make time of such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriatetermination of employment normally shall be forfeited. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Performance Shares awarded under this Agreement, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined calculated in accordance with Section 2(b) below 4, and (ii) his rights to such vested Performance Shares shall become nonforfeitable as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment last day of the Performance Goals Period, subject to Section 6 below. [Except as provided in Section [3(b) or (c)] below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any Performance Shares awarded under this Agreement that do not vest, as calculated in accordance with Section 2(b) hereof4, divided by shall be canceled immediately without further obligation on the part of the Company.] Prior to lapse of any restrictions regarding the Performance Shares as provided herein, the Committee shall certify in writing (iiwhich may be set forth in the minutes of a meeting of the Committee) the number extent to which the Performance Criteria and all other material terms of Vesting Datesthis Agreement have been met. (b) As soon as reasonably practicable after [In the completion event the Participant dies or becomes disabled (within the meaning of Section 22(e) of the Code) before the end of the Performance Period and no later than the first Vesting DatePeriod, the Committee Participant shall determine the actual level of attainment of vest in the Performance Goals; providedShares granted under Section 2 of this Agreement [(and, howeverfor the avoidance of doubt, that no additional Performance Shares in which the case of Units intended Participant may be entitled to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing vest in accordance with the requirements of Code Section 162(m) by Performance Criteria)] and his rights to the Committee, which Performance Shares shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis become nonforfeitable as of the determination date of death or certified level disability.] (c) [In the event the Participant’s employment with the Company or any of attainment of its Subsidiaries is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, and before the Performance GoalsShares have become vested under Section 3(a), the number Participant shall vest in the Performance Shares granted under Section 2 of Units that are eligible this Agreement [(and, for the avoidance of doubt, no additional Performance Shares in which the Participant may be entitled to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion Performance Criteria)] and his rights to reduce the number of Units that would otherwise be eligible to vest based on the attainment level such vested Performance Shares shall become nonforfeitable as of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriatedate on which his employment is terminated. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.]

Vesting. (a) Unless otherwise provided in this Agreement, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) Section 3 are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each the latter of the Vesting Dates. The number of Units that shall be eligible to vest on each last day of the Vesting Dates shall be equal to (i) performance period or the total number of Units that are determined to be eligible to vest based on vesting date specified in the level of attainment of the Performance Goals in accordance with Section 2(b) hereofattached Schedule A, divided by (ii) the number of Vesting DatesSections 2 and 6. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting DatePeriod, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based 6594677-v1\GESDMS Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance GoalsGoal, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a)calculated. In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals Goal may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments adjustment to the Performance Goals Goal as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in Subject to the terms and conditions of this Agreement, the Units granted under this Agreement shall vest and become payable Earned Number (or in Shares as the event of each a Change of Control prior to the end of the Vesting Dates (specified Performance Period in connection with which the attached Schedule APerformance Shares are Assumed, Section 6), the greatest of (i) to the extent Earned Number, (ii) the performance goals Change of Control Earned Number, or (iii) the Target Number) of Performance Shares shall vest on May 1, 2017 (the “Performance GoalsNormal Vesting Date”) applicable to if the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant Grantee remains continuously employed by the Company or a Subsidiary from until the Grant Date through each earlier of the Vesting Dates. The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (ix) the total number of Units that are determined Normal Vesting Date or (y) the date the Board determines the Grantee’s assignment is complete and she ceases to be eligible to vest based on employed by the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting DatesCompany. (b) As soon as reasonably practicable after Notwithstanding anything in Section 4(a) of this Agreement to the completion contrary but subject to the other terms of this Agreement, in the event of the Performance Period Grantee’s Termination of Employment where the Grantee is eligible for and no later than accepts severance benefits under a Company-sponsored severance plan or agreement with the first Vesting DateCompany (with eligibility for severance benefits to be determined in the sole discretion of the Company, but for the avoidance of doubt, the Committee shall determine the actual level of attainment Grantee will not be eligible for severance benefits as a result of the Performance Goals; providedcircumstances described in Section 4(a)(y)), however, that in prior both to the case Normal Vesting Date and the occurrence of Units intended to constitute Qualified Performance-Based Compensation, the determination a Change of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance GoalsControl, the number of Units Performance Shares that are eligible to will vest on each of the Normal Vesting Dates Date shall be calculated as described in Section 2(a). In equal to the case product of Units that are intended to constitute Qualified Performance-Based Compensation(x) the Earned Number and (y) a fraction, the Committee may not increase numerator of which shall be the number of Units that may days between the Date of Grant and the date of the Grantee’s Termination of Employment, and the denominator of which shall be eligible to vest to a number that is greater than the number of Units determined in accordance with days between the foregoing sentenceDate of Grant and the Normal Vesting Date, but it retains and the sole discretion to reduce the number of Units that would otherwise remaining Performance Shares will be eligible to vest based forfeited and cancelled on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriateNormal Vesting Date. (c) The Participant shall have no rights Notwithstanding anything in Section 4(a) of this Agreement to the Shares until contrary but subject to the Units have vested. Prior other terms of this Agreement, in the event of (i) the Grantee’s death or (ii) the Grantee’s Termination of Employment due to settlementPermanent Disability (as such term is defined below), in either case prior to both the Normal Vesting Date and the occurrence of a Change of Control, while the Grantee is an active employee of the Company or a Subsidiary, the Units represent an unfunded and unsecured obligation number of Performance Shares that will vest on the date of the Company. Grantee’s death or the date of the Grantee’s Termination of Employment due to Permanent Disability, as applicable, shall be equal to the product of (dx) the 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 or the date of the Grantee’s Termination of Employment due to Permanent Disability, as applicable, and the denominator of which shall be the number of days between the Date of Grant and the Normal Vesting Date, and the remaining Performance Shares will be forfeited, cancelled and will no longer be considered outstanding on the date of the Grantee’s death or the date of the Grantee’s Termination of Employment due to Permanent Disability, as applicable. For purposes of this Agreement, the term “SubsidiaryPermanent Disability” shall mean any present or future “subsidiary corporation” that the Grantee has become eligible for and is in receipt of benefits under the Company, as defined in Section 424(f) of the Code’s Long-Term Disability Plan.

Vesting. (a) Unless Except as otherwise provided in subparagraphs (b), (c) and (d) below, the Service Provider will become vested in the Performance Units awarded pursuant to this Agreement three years after the Date of Grant (the “Restriction Period”) based on the achievement of performance goals with respect to the Partnership as described on the attached Exhibit A, provided the Service Provider does not incur a termination of employment or service with the Employer prior to the end of the Restriction Period. The amount payable with respect to the Service Provider’s Performance Units shall be determined by multiplying each Performance Unit granted (including any Additional Performance Units) by a payout performance multiplier of between fifty percent and two hundred percent (50%-200%) (the “Performance Multiplier”), which shall be determined pursuant to and based upon actual performance compared to the performance goals described on Exhibit A. (b) Except as otherwise provided in this Agreement, if the Service Provider terminates his or her employment or service with the Employer prior to the end of the Restriction Period, the Performance Units granted under this Agreement shall vest and become payable in Shares credited to the Service Provider’s Performance Unit Account that have not vested as of each the date of termination shall terminate and the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number of corresponding Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goalsforfeited; provided, however, that if the Service Provider terminates employment or service with the Employer on account of death or Disability (as defined in the case of Units intended to constitute Qualified Performance-Based CompensationPlan), the determination all of the level of attainment of Service Provider’s unvested Performance Goals Units shall vest and be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest paid immediately based on the attainment level a payout performance multiplier of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(mone hundred percent (100%). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights If the Service Provider terminates employment or service with the Employer as a result of a termination by the Employer without Cause (as defined in the Plan) of if a Change in Control (as defined in the Plan) occurs after the Date of Grant and while the Service Provider is employed by, or providing service to the Shares until the Units have vested. Prior to settlementEmployer, the Performance Units represent an unfunded and unsecured obligation will vest as follows: (i) if there are less than twelve months left prior to the end of the CompanyRestriction Period, the Performance Units credited to the Service Provider’s Performance Unit Account that have not vested will vest at the end of the Restriction Period at a multiple of the Performance Multiplier based on the actual performance results for the Restriction Period; and (ii) if there are twelve months or more left prior to the end of the Restriction Period, the Performance Units credited to the Service Provider’s Performance Unit Account that have not vested will vest on the date of the Service Provider’s termination of employment or service based on a payout multiplier of one hundred percent (100%). (d) For purposes Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Service Provider ceases to be employed by, or provide service to, the Employer on account of this Agreementa termination by the Employer for Cause, “Subsidiary” any Performance Units credited to the Service Provider’s Performance Unit Account that have not been distributed pursuant to Paragraph 4 as of such date shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Codeimmediately terminate and become null and void.

Vesting. (a) Unless Except as otherwise provided in this AgreementSection 3, provided Participant remains an employee of the Company or an Affiliate through the Vesting Date (as defined herein), and the Company satisfies the applicable performance target set forth in Section 2(b) as determined by the Committee as soon as practicable on or before ________ __, _____ (the date of such determination, the “Vesting Date”), the Restricted Stock Units granted under will vest in accordance with Section 2(b). The period during which the restrictions in this Award Agreement shall vest and become payable in Shares as apply, which is the Date of each of Grant through the Vesting Dates (specified Date, is referred to as the “Restricted Period”. Once vested, the Restricted Stock Units become “Vested Units” and shares of Company Stock representing the Vested Units will be issued in accordance with the attached Schedule A, settlement procedures set forth in Section 6. To the extent Participant’s vested percentage of Restricted Stock Units exceeds 100%, any additional shares of Company Stock to which Participant is entitled in accordance with Section 2(b) will be issued to Participant on the Vesting Date. (b) The Restricted Stock Units shall become Vested Units, subject to the provisions of this Award Agreement relating to continued employment, in accordance with the table immediately below on the date the Committee determines ____________________ (“_____”) for the Company, and the _____ rank, expressed as a percentile, based on Company _____ versus _____ of peers selected by the Committee (“_____ Rank”), (i) to for the extent the performance goals (the “Performance Goals”) applicable to the performance period from ________ __, _____, through ________ __, _____ (the “Performance Period”). Any Restricted Stock Units outstanding on the Vesting Date that do not become Vested Units on the Vesting Date will immediately be forfeited. *The applicable Number of Vested Units and Payout Percentage shall be determined using straight-line interpolation of (i) (specified in the attached Schedule APayout Percentages between _____ and _____, Sections 2 for _____ Rank between _____ percentile and 3) are attained, as determined in accordance with Section 2(b) below _____ percentile; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period Payout Percentages between _____ and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate_____ for _____ Rank between _____ percentile and _____ percentile. (c) The Participant shall have no rights vesting of the Restricted Stock Units is subject to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation determination of the CompanyCommittee, in its discretion, that the Company has satisfied the applicable performance target. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Units Award granted under this Agreement shall will vest and become payable in Shares as of each of cash (i) to the Vesting Dates extent the performance goal (the “Performance Goal”) specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) 3 applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections Section 2 and 3) are is attained, as determined in accordance with Section 2(b) below and (ii) except as provided in Section 5 or Section 6, as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each the last day of the Vesting Dates. The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Datesperformance period. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting DatePeriod, the Committee shall will determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units an Award to a covered employee intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of the Performance Goals shall Goal must be certified in writing prior to payment in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of 203407035 v3 Code Section 162(m). On The Award will vest and become payable if the basis of the determination or certified level of attainment of Committee determines and certifies that the Performance Goals, Goal has been attained for the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a)Performance Period. In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the The Committee may not increase the number amount of Units the Award that may be eligible to vest to a number that becomes payable or pay any amount of the Award if the Performance Goal for the Performance Period is greater than the number of Units determined in accordance with the foregoing sentencenot attained, but it retains the sole discretion to reduce the number amount of Units the Award that would otherwise be eligible to vest based on the attainment level of the Performance GoalsGoal. For Units that are intended to constitute Qualified Performance-Based Compensation, the The Performance Goals Goal may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are If this Award is not intended to constitute Qualified Performance-Based Compensation, because it is not granted to a “covered employees” (within the meaning of Code Section 162(m) of the Code), the Committee may make such adjustments adjustment to the Performance Goals Goal or the amount of the Award as the Committee in its sole discretion deems appropriate. (c) If the Committee determines that the Performance Goal has not been attained for the Performance Period or, except as provided in Section 5 or Section 6, if the Participant does not remain continuously employed by the Company or a Subsidiary from the Grant Date through the last day of the performance period, the Award will be forfeited and no payment will be due to Participant. (d) The Participant shall will have no rights right to payment of the Shares Award until the Units have Committee determines and certifies in writing that the Performance Goal has been attained and that the Award has vested. Prior to settlement, the Units represent Award represents an unfunded and unsecured obligation of the Company. (de) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Units Award granted under this Agreement shall vest and become payable in Shares cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), ): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number amount of Units the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (ix) the total number amount of Units the Award that are is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (iiy) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified of the level of attainment of the Performance Goals, the number amount of Units the Award that are is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the The Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined make such adjustments in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals (and to the method of determining the performance attainment level) as the Committee in its sole discretion deems appropriateappropriate . (c) The Participant shall have no rights to payment of the Shares Award until the Units Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Units represent Award represents an unfunded and unsecured obligation of the Company. (d) To the extent permissible under applicable local law, if the Participant commences working on a part-time basis, then the vesting schedule specified in Section 2(a) and on Schedule A may be adjusted by the Company in its sole discretion. (e) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Units granted under this Agreement The Granted PBRSUs shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) be subject to the extent the performance goals both a time-based vesting condition (the “Performance GoalsTime-Based Condition”) applicable to the performance period and a performance-based vesting condition (the “Performance PeriodPerformance-Based Condition”) (specified in the attached Schedule A, Sections 2 and 3) are attained), as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each described herein. None of the Vesting DatesGranted 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 Units Granted PBRSUs that shall be eligible to vest on each become “vested” for purposes of this Agreement (which, for the Vesting Dates shall be equal to (i) the total number sake of Units that are determined to be eligible to vest based on the level clarity and avoidance of attainment of the Performance Goals in accordance with Section 2(b) hereofdoubt, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is less than or greater than the number of Units determined in accordance with PBRSUs specified above as having been granted on the foregoing sentence, but it retains Grant Date) shall equal the sole discretion to reduce product of (x) the number of Units the Granted PBRSUs that would otherwise have satisfied the Time-Based Condition and (y) the percentage level at which the Performance-Based Condition has been satisfied. (i) The Time-Based Condition shall be eligible to vest based satisfied on the attainment Performance Measurement Date (as defined below), subject to the Participant not having ceased to perform services to the Company, except as provided in Section 2(c), 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 Goals. For Units that are intended Measurement Date and will be equal to constitute Qualified Performance-Based Compensation, the average of the Achievement Percentages separately determined for the Performance Goals may not be adjusted except (as specified in the attached Schedule Adefined below), Section 4 in accordance with the requirements where such average ultimately is determined by weighing differently each of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate.follows: [●]% of such average will be measured by Cumulative Adjusted EBITDA; [●]% of such average will be measured by End-to-End RCM Agreement Growth; and [●]% of such average will be measured by Modular Sales Revenue. Table 1: Non-COC Measurement Date ([●]) Below Threshold <[●] <[●] <[●] [●] Threshold [●] [●] [●] [●] Target [●] [●] [●] [●] Maximum [●] [●] [●] [●] (c1) The Participant shall have no rights If the Performance Measurement Date is the Non-COC Measurement Date, then achievement will be determined pursuant to Table 1 above, subject to the Shares until terms and conditions of this paragraph. The maximum number of Granted PBRSUs that satisfy the Units have Performance-Based Condition and thus become “vested” cannot exceed [●]% of the Granted PBRSUs. Prior to settlementFor each Performance Goal, performance between Threshold and Target or between Target and Maximum will be determined on a pro-rata basis using straight-line interpolation between the Achievement Percentages for the relevant levels of performance. Example: If Cumulative Adjusted EBITDA is $[●], the Units represent an unfunded Achievement Percentage for Cumulative Adjusted EBITDA is [●]%. If End-to-End RCM Agreement Growth is $[●], the Achievement Percentage for End-to-End RCM Agreement Growth is [●]%. If Modular Sales Revenue is $[●], the Achievement Percentage for Modular Sales Revenue is [●]%. Accordingly, the percentage level at which the Performance-Based Condition is satisfied, after giving weight to the different Performance Goals at [●]%, [●]% and unsecured obligation of the Company. [●]%, respectively, is [●]%. [Year] [●] [●] [●] [●] [●] [●] [●] [●] [●] [Year] [●] [●] [●] [●] [●] [●] [●] [●] [●] [Year] [●] [●] [●] [●] [●] [●] [●] [●] [●] Cumulative (d[●] Yrs) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.[●] [●] [●] [●] [●] [●] [●] [●] [●]

Vesting. (a) Unless otherwise provided If the Grantee remains in this Agreementcontinuous service with the Employer from January 1, 2016 through December 31, 2016 (the Units granted under this Agreement “2016 Service Period”), fifty percent (50%) of the Certified Award shall vest and become payable non-forfeitable. Thereafter, if the Grantee remains in Shares as of each of continuous service with the Vesting Dates (specified in the attached Schedule AEmployer from January 1, Section 6)2017 through December 31, (i) to the extent the performance goals 2017 (the “Performance Goals”) applicable to the performance period (the “Performance 2017 Service Period”), the remaining fifty percent (50%) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting DatesCertified Award shall vest and become non-forfeitable. The number of Except as set forth herein, any Performance Units that do not vest due to (X) the failure to fully satisfy the applicable performance goal shall be eligible forfeited as of December 31, 2016 or (Y) the failure to vest on each satisfy the continuous service requirements with the Employer shall be forfeited as of the Vesting Dates date of such termination of employment and, in either such case, the Grantee shall be equal not have any further rights with respect to those Performance Units. (b) If the Grantee’s service with the Employer ceases due to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment death of the Performance Goals in accordance with Section 2(b) hereofGrantee, divided by or (ii) the number termination by the Employer because the Grantee becomes “totally disabled” (as defined below), the Grantee shall become vested in a portion of Vesting Datesthe Performance Units, as follows: (i) If such cessation occurs during the 2016 Service Period, the portion shall be fifty percent (50%) of the Target Award. (bii) As soon as reasonably practicable after If such cessation occurs during the completion 2017 Service Period, in addition to any portion of the Performance Period and no later than Units to which the first Vesting DateGrantee had become vested on account of the 2016 Service Period, the Committee shall determine the actual level of attainment portion of the Performance Goals; provided, however, that in Units to which the case of Units intended to constitute Qualified Performance-Based Compensation, the determination Grantee shall become vested on account of the level of attainment of Performance Goals 2017 Service Period shall be certified in writing in accordance with the requirements of Code Section 162(mfifty percent (50%) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriateCertified Award. (c) The Participant shall have no rights If the Grantee’s service with the Employer ceases due to (i) a termination by the Employer without “cause” (as defined below), or (ii) the resignation by the Grantee with “good reason” (as defined below), the Grantee, subject to the Shares until Grantee’s execution and delivery of a general release of claims against the Units have vested. Prior Company and its affiliates in a form prescribed by the Company and subject further to settlementthat release becoming irrevocable within 45 days following the Grantee’s cessation of service, shall become vested in a portion of the Performance Units, as follows: (i) If such cessation occurs during the 2016 Service Period, the Units represent an unfunded and unsecured obligation portion shall be fifty percent (50%) of the CompanyCertified Award. (ii) If such cessation occurs during the 2017 Service Period, in addition to any portion of the Performance Units to which the Grantee had become vested on account of the 2016 Service Period, the portion of the Performance Units to which the Grantee shall become vested on account of the 2017 Service Period shall be fifty percent (50%) of the Certified Award. (d) If the Grantee’s service with the Employer ceases due to a resignation by the Grantee without “good reason” or due to a termination by the Employer for cause, the Grantee, shall become vested in a number of Performance Units, as follows: (i) If such resignation or termination occurs during the 2016 Service Period, 100% of the Performance Units shall be immediately forfeited and the Grantee shall not have any further rights with respect to this Grant. (ii) If such cessation occurs during the 2017 Service Period, although the Grantee shall remain vested in any portion of the Performance Units to which the Grantee had become vested on account of the 2016 Service Period, the remaining balance of the Performance Units shall be immediately forfeited and the Grantee shall not have any further rights with respect to this such Performance Units. (e) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.:

Vesting. (a) Unless otherwise provided in this Agreement, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to All of the extent Restricted Stock Units shall initially be unvested. All Restricted Stock Units shall vest based on the Company’s achievement of the Performance Goals. The Compensation Committee shall determine achievement of such Performance Goals in its sole discretion, and the date upon which the Compensation Committee determines such performance goals shall be the applicable vesting date (the “Performance GoalsDate of Vesting”) applicable ). If a Grantee terminates employment prior to the performance period Date of Vesting (the “Performance Period”except as provided in subsection 3(a)(ii) and (specified in the attached Schedule Aiii) below), Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and such Grantee shall forfeit any unvested Restricted Stock Units upon such termination of employment. (ii) If, following the twelve (12) month anniversary of the Issuance Date, the Grantee’s employment terminates due to a permanent and total disability (as long as defined in the Company’s long-term disability program, regardless of whether the Participant remains continuously employed is covered by such program) (“Disability”), Restricted Stock Units not previously vested shall remain eligible to vest on a prorated basis through the date of termination based on actual performance of the Company or a Subsidiary from at the Grant Date through each end of the Vesting Dates. The number Performance Period. (iii) If, following the twelve (12) month anniversary of the Issuance Date, the Grantee’s employment terminates due to the Grantee’s death, Restricted Stock Units that not previously vested shall remain eligible to vest on a prorated basis through the date of death, and his or her estate shall be eligible to vest receive such pro-rated Restricted Stock Unit award, payable in cash based on each actual performance of the Vesting Dates Company at the end of the Performance Period. (iv) Any proration of the Restricted Stock Units described in subsections 3(a)(ii) and(iii) shall be equal to based on a fraction, the numerator of which is the number of full months lapsed during the Performance Period through the date of termination or death, as applicable, and the denominator of which is the full number of months in the Performance Period (the “Pro Rata Fraction”) and the number of Restricted Stock Units which vest per subsections 3(a)(ii) and (iii), shall be determined by multiplying (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided .Pro Rata Fraction by (ii) the number of Vesting Dates. (b) As soon Restricted Stock Units that would have vested based on actual performance as reasonably practicable after determined by the completion Compensation Committee at the end of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriatePeriod. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. Subject to the following sentence, Section 8 below and notwithstanding any accelerated vesting that may be provided for pursuant to the employment agreement by and between Participant and the Company or its subsidiary in effect as of the Award Date (a) Unless otherwise provided in this the “Employment Agreement”), the Units granted under this Agreement Award shall vest and become payable nonforfeitable upon, and subject to, the achievement of the performance hurdles and applicable time-based vesting requirements described in Shares Annex A. Upon Participant’s termination of employment by the Company without Cause or by Participant for Good Reason, or by the Company due to Participant’s death or Disability (each, as defined in the Employment Agreement), or in the event that Participant’s employment as the Company’s Chief Executive Officer terminates on December 31, 2023 (or such other date as may be agreed to by both parties), any portion of the Award that is then outstanding and unvested shall: (a) in the case of any portion of the Award that remains subject to performance-based vesting conditions shall be evaluated as of each the date of termination by the Vesting Dates Administrator and the Award shall vest based on the performance through the date of termination, solely as determined by the Administrator and (specified in the attached Schedule A, Section 6), (ib) to the extent that the applicable performance conditions have been satisfied and any portion of the Award remains outstanding ‌ ​ subject to only time-based vesting conditions, such portion of the Award shall vest. Any acceleration of vesting pursuant to the preceding sentence (other than as a result of Participant’s death) shall be subject to Participant’s execution and non-revocation of the release contemplated by Section 5.4 of the Employment Agreement. The Administrator shall determine whether the applicable performance hurdles have been achieved, and the vesting of the Share Units is subject to the Administrator’s determination. Any portion of the Award that is not considered eligible to vest following the Administrator’s determination following the end of the applicable performance period as a result of performance results for the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule Aperiod, Sections 2 and 3) are attained, all as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule Annex A, Section 4 in accordance with shall terminate and be forfeited following the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriateAdministrator’s determination. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided Exhibit A hereto identifies the Performance Criteria and the levels of performance that must be achieved in this Agreement, order to receive payment of Shares at the Units granted under this Agreement shall vest and become payable in Shares as of each percentage of the Vesting Dates (Target Amount specified in the attached Schedule Exhibit A, Section 6), (i) to based on achievement of the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attainedCriteria, as determined in accordance with Section 2(b) below this Agreement and (ii) the Plan. The percentage of the Target Amount based on actual achievement of the Performance Criteria as long of the last day of the Performance Period is referred to herein as the “Earned Amount.” Except as otherwise provided herein or in the Plan, if the Participant remains continuously employed by the Company or a Subsidiary from throughout the Grant Date through each Performance Period, the Participant will vest in the Earned Amount, and any amount in excess of the Vesting DatesEarned Amount will be forfeited. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall determine and certify in writing (which may be set forth in the minutes of a meeting of the Committee) the extent to which the Performance Criteria and all other material terms of this Agreement have been met. In making such determination, the Committee shall have the right to adjust the number of Shares payable at a given level of performance to take into account additional factors that the Committee may deem relevant in its sole discretion to the assessment of individual or corporate performance. (b) In the event the Participant terminates employment on account of Retirement in the year the Award is granted, the Pro-Rated Number of Restricted Share Units will vest at the end of the Performance Period. The “Pro-Rated Number” shall be the product of (i) the Earned Amount that the Participant would have earned had he or she not terminated employment on account of Retirement and (ii) the quotient of (A) the number of Units that shall be eligible to vest on each days beginning with the first day of the Vesting Dates shall be equal to Performance Period and ending on the date the Participant’s employment is terminated as a result of Retirement and (iB) the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units that are determined to be eligible in which the Participant may have been entitled to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number Performance Criteria shall vest). In the event that the Participant terminates employment on account of Vesting Dates. (b) As soon as reasonably practicable after Retirement before the completion end of the Performance Period and no later than but after the first Vesting Dateyear the Award is granted, or in the Committee shall determine event that the actual level Participant dies or terminates employment on account of attainment Disability at any time after grant then, at the conclusion of the Performance Goals; providedPeriod, however, that the Participant (or the Participant’s estate or beneficiaries in the case event of Units intended to constitute Qualified Performance-Based Compensation, Participant’s death) will vest in the determination of Earned Amount that the level of attainment of Performance Goals shall be certified in writing in accordance with Participant would have earned had had his or her employment continued through the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment end of the Performance Goals, the number of Units that are eligible to vest on each Period. The rights of the Vesting Dates shall be calculated as Participant (or the Participant’s estate or beneficiaries in the event of Participant’s death) in any event described in this Section 2(a). In 3(b) shall become non-forfeitable only at such time as the case Shares issuable in settlement of such Restricted Stock Units that are intended would have been issued pursuant to constitute Qualified Performance-Based Compensation, Section 4 hereof had the Committee may not increase Participant continued to be employed through the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level end of the Performance GoalsPeriod. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary (or one of the Company’s affiliates) from the Grant Date through each of the Vesting Dates. The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified of the level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the The Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined make such adjustments in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals (and to the method of determining the performance attainment level) as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided 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, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined calculated in accordance with Section 2(b) below 4, and (ii) the Participant's rights to such vested Restricted Share Units shall become nonforfeitable as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment last day of the Performance Goals Period, subject to Section 3(d) below. [Except as provided in Section [3(b) or (c)] below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any Restricted Share Units awarded under this Agreement that do not vest, as calculated in accordance with Section 2(b) hereof4, divided by shall be canceled immediately and shall not be payable to the Participant.] Prior to the payment of any Restricted Share Units, the Committee shall certify in writing (iiwhich may be set forth in the minutes of a meeting of the Committee) the number extent to which the Performance Criteria and all other material terms of Vesting Datesthis Agreement have been met. (b) As soon as reasonably practicable after [In the completion event the Participant dies or terminates employment on account of a Disability before the end of the Performance Period and no later than the first Vesting DatePeriod, the Committee Participant shall determine the actual level of attainment of the Performance Goals; provided, however, that vest in the case ________ Restricted Share Units granted under Section 2 of this Agreement [(and, for the avoidance of doubt, no additional Restricted Share Units intended in which the Participant may have been entitled to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing vest in accordance with the requirements of Code Section 162(m) by Performance Criteria)] and the Committee, which Participant's rights to such vested Restricted Share Units shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis become nonforfeitable as of the determination date of death or certified level termination of attainment employment on account of a Disability.] (c) [In the Performance Goalsevent the Participant's employment with or service to the 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, and before the Restricted Share Units have become vested under Section 3(a) or (b), the number Participant 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 that are eligible in which the Participant may have been entitled to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains Performance Criteria)] and the sole discretion Participant's rights to reduce the number of such vested Restricted Share Units that would otherwise be eligible to vest based on the attainment level shall become nonforfeitable as of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, date on which the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance Participant's employment with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments or service to the Performance Goals as the Committee in its sole discretion deems appropriateCompany is terminated. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company.] (d) For purposes of this Agreement[Except as provided in Section [3(b) or (c)] above], “Subsidiary” shall mean if the Participant's employment with the Company terminates for any present or future “subsidiary corporation” reason prior to the expiration of the CompanyPerformance Period, as defined in Section 424(f) of all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable to the CodeParticipant.]

Vesting. (a) Unless otherwise Except as provided in this AgreementSections 2(b) and 2(c) below and to the extent not previously vested or forfeited as provided herein, the Units granted under this Agreement shall vest and become payable in Shares on a date as of each determined by the Committee after termination of the Vesting Dates Performance Period (specified in as defined below) and certification of performance by the attached Schedule ACommittee, Section 6)but no later than March 15, (i) to the extent the performance goals 2028 (the “Performance GoalsDate of Issuance”) applicable ). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2025 and ending on December 31, 2027 (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed certified by the Company or a Subsidiary from Committee following the Grant Date through each end of the Vesting DatesPerformance Period. The number of Units that shall be eligible to vest and the number of Shares that shall become issuable on each the Date of the Vesting Dates Issuance shall be equal to (i) the total determined as set forth on Appendix A. The number of Units vesting and the number of Shares that are determined to be eligible to vest based shall become issuable on the level Date of attainment of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the Performance Goals Period is less than or equal to zero, as provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to reduction in accordance with Section 2(b) hereofsection 12 below. With respect to any Units that have vested on the Date of Issuance, divided by (ii) the number Shares related thereto shall be issued to you, in settlement of Vesting Dates. (b) As soon such vested Units, on such Date of Issuance. Dividends will be accrued and paid out as reasonably practicable after additional shares at the completion time of the Performance Period award, as provided in Section 6 below. All Units, including your rights thereto and no later than to the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committeeunderlying Shares, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to do not vest on each or before the Date of the Vesting Dates Issuance, as provided in this Section 2, shall immediately be calculated forfeited as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number such Date of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments Issuance (to the Performance Goals extent not previously forfeited as the Committee in its sole discretion deems appropriateprovided herein). (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided Exhibit A hereto identifies the Performance Criteria and the levels of performance that must be achieved in this Agreement, order to receive payment of Shares at the Units granted under this Agreement shall vest and become payable in Shares as of each percentage of the Vesting Dates (Target Amount specified in the attached Schedule Exhibit A, Section 6), (i) to based on achievement of the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attainedCriteria, as determined in accordance with Section 2(b) below this Agreement and (ii) the Plan. The percentage of the Target Amount based on actual achievement of the Performance Criteria as long of the last day of the Performance Period is referred to herein as the “Earned Amount.” Except as otherwise provided herein or in the Plan, if the Participant remains continuously employed by the Company or a Subsidiary from throughout the Grant Date through each Performance Period, the Participant will vest in the Earned Amount, and any amount in excess of the Vesting DatesEarned Amount will be forfeited. The number Prior to the issuance of Units that any Shares in settlement of any Restricted Share Units, the Committee shall determine and certify in writing (which may be eligible to vest on each set forth in the minutes of a meeting of the Vesting Dates shall be equal to (iCommittee) the total number of Units that are determined extent to be eligible to vest based on the level of attainment of which the Performance Goals in accordance with Section 2(b) hereofCriteria and all other material terms of this Agreement have been met. In making such determination, divided by (ii) the Committee shall have the right to adjust the number of Vesting DatesShares payable at a given level of performance totake into account additional factors that the Committee may deem relevant in its sole discretion to the assessment of individual or corporate performance. (b) As soon as reasonably practicable after In the completion event the Participant terminates employment on account of Retirement in the year the Award is granted, the Pro-Rated Number of Restricted Share Units will vest at the end of the Performance Period. The “Pro-Rated Number” shall be the product of (i) the Earned Amount that the Participant would have earned had he or she not terminated employment on account of Retirement and (ii) the quotient of (A) the number of days beginning with the first day of the Performance Period and no later than ending on the first Vesting Datedate the Participant’s employment is terminated as a result of Retirement and (B) 365, the Committee shall determine the actual level number of attainment of the Performance Goals; provided, however, that days in the case one-year service period (and, for the avoidance of doubt, no additional Restricted Share Units intended in which the Participant may have been entitled to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing vest in accordance with the requirements of Code Section 162(m) by the Committee, which Performance Criteria shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(avest). In the case event that the Participant terminates employment on account of Units that are intended to constitute Qualified Performance-Based Compensation, Retirement before the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level end of the Performance Goals. For Units Period but after the year the Award is granted, or in the event that are intended to constitute Qualified Performance-Based Compensationthe Participant dies or terminates employment on account of Disability at any time after grant then, at the conclusion of the Performance Period, the Performance Goals may not be adjusted except as specified Participant (or the Participant’s estate or beneficiaries in the attached Schedule A, event of Participant’s death) will vest in the Earned Amount that the Participant would have earned had had his or her employment continued through the end of the Performance Period. The rights of the Participant (or the Participant’s estate or beneficiaries in the event of Participant’s death) in any event described in this Section 3(b) shall become non-forfeitable only at such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 4 in accordance with hereof had the requirements Participant continued to be employed through the end of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriatePeriod. . (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and Section 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting DatesDates (specified in the attached Schedule A, Section 6). The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to the quotient of (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals Goal in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting DatePeriod, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance GoalsGoal, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a)calculated. In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals Goal may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments adjustment to the Performance Goals Goal as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (ix) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (iiy) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified of the level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the The Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined make such adjustments in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals (and to the method of determining the performance attainment level) as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) To the extent permissible under applicable local law, if the Participant commences working on a part-time basis, then the vesting schedule specified in Section 2(a) and on Schedule A may be adjusted by the Company in its sole discretion. (e) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this AgreementSubject to Sections 4 and 6 below, and pursuant to the Units granted under terms of this Agreement shall vest and become payable in Shares the Plan (and as of each summarized on Exhibit A attached hereto), up to one-third (1/3rd) of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number of Restricted Stock Units that subject hereto shall be eligible to vest and no longer be subject to Restrictions on each Vesting Date to the extent that the Company’s Return on Invested Assets goals and Absolute Total Shareholder Return goals set forth on Exhibit A attached hereto are satisfied for the applicable Performance Year (each such term as defined below or on Exhibit A), subject to the Awardee being an employee of the Company or an Affiliate thereof through the applicable Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates. (b) Date. As soon as reasonably practicable following the end of each Performance Year (but in no event earlier than the first anniversary of the Effective Date (with respect to the first Performance Year) or later than sixty (60) days after the completion end of the Performance Period and no later than the first Vesting DateYear), the Committee shall determine the actual level (each such date of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, a “Vesting Date”) the Company’s Return on Invested Assets for the applicable Performance Year, the Vesting Percentage with respect to such Performance Year, the Absolute Total Shareholder Return for such Performance Year and the number of Restricted Stock Units subject hereto that have become vested and no longer subject to Restrictions as of the Vesting Date (which shall be comprised solely determined by multiplying one-third (1/3rd) of “outside directors” within the meaning of Code Section 162(mtotal Restricted Stock Units subject hereto by the applicable Vesting Percentage, with any fractional Restricted Stock Unit rounded as determined by the Company). On To the basis extent that any Restricted Stock Units subject to vesting on a particular Vesting Date have not become vested and no longer subject to Restrictions as of such Vesting Date for any reason, such Restricted Stock Units shall immediately be forfeited as of such date without consideration therefor, and the determination Awardee shall have no further right or certified level interest in or with respect to such Restricted Stock Units. Notwithstanding the foregoing, in the event that a Change of attainment Control occurs prior to the end of any Performance Year and the Performance GoalsAwardee remains in continued employment with the Company or an Affiliate thereof until at least immediately prior to the Change of Control, a number of Restricted Stock Units equal to the product of (x) the number of then-outstanding Restricted Stock Units multiplied by (y) the Vesting Percentage calculated assuming that are eligible the Company’s Return on Invested Assets for each remaining applicable Performance Year is attained at Target Level (as set forth on Exhibit A) (with any fractional Restricted Stock Unit rounded as determined by the Company) shall automatically become fully vested and no longer subject to vest on each Restrictions as of the Vesting Dates shall be calculated as described in Section 2(a)date of such Change of Control. In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” the following terms shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.have their respective meanings set forth below:

Vesting. (a) Unless otherwise provided in Subject to the terms and conditions of this Agreement, the 2017 Target Number of Restricted Stock Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule Avest, Section 6)if at all, (i) to the extent the performance goals on December 15, 2017 (the “Performance GoalsFirst Vesting Date”) applicable to ), and the performance period 2018 Target Number of Restricted Stock Units shall vest, if at all, on December 15, 2018 (the “Performance PeriodSecond Vesting Date”) (specified including in the attached Schedule Aevent of a Change of Control in connection with which the Restricted Stock Units are Assumed), Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as if the Participant Grantee remains continuously employed by the Company or a Subsidiary from on each such date. (b) Notwithstanding anything in Section 4(a) of this Agreement to the Grant Date through each contrary but subject to the other terms of this Agreement, 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 (with eligibility for severance benefits to be determined in the sole discretion of the Company) prior to both the First Vesting Dates. The Date and the occurrence of a Change of Control: (i) the number of Restricted Stock Units that shall be eligible to will vest on each of the First Vesting Dates Date shall be equal to the product of (ix) the total 2017 Target Number and (y) a fraction, the numerator of which shall be the number of Units that are determined to be eligible to vest based on days between the level Date of attainment Grant and the date of the Performance Goals in accordance with Section 2(b) hereofGrantee’s Termination of Employment, divided by and the denominator of which shall be the number of days between the Date of Grant and the First Vesting Date; and (ii) the number of Restricted Stock Units that will vest on the Second Vesting Dates. Date shall be equal to the product of (bx) As soon as reasonably practicable after the completion 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 Performance Period Grantee’s Termination of Employment, and no later than the first 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 Committee shall determine First Vesting Date or the actual level Second Vesting Date, as applicable. Furthermore, notwithstanding anything in Section 4(a) of attainment this Agreement to the contrary, in the event of the Performance Goals; provided, however, that 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 (with eligibility for severance benefits to be determined in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination sole discretion of the level Company) after the First Vesting Date but prior to both the Second Vesting Date and the occurrence of attainment a Change of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance GoalsControl, the 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 eligible to vest on each of the Vesting Dates shall at that time not vested will be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based forfeited and cancelled on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriateSecond Vesting Date. (c) The Participant shall have no rights Notwithstanding anything in Section 4(a) of this Agreement to the Shares until contrary but subject to the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes other terms of this Agreement, “Subsidiary” shall mean any present in the event of (i) the Grantee’s death or future “subsidiary corporation” (ii) the Grantee’s Termination of Employment due to Permanent Disability (as such term is defined below), in each case, prior to both the First Vesting Date and the occurrence of a Change of Control, and while the Grantee is an active employee of the CompanyCompany or a Subsidiary, as defined in Section 424(f) of the Code.NAI-1502151968v3

Vesting. (a) Unless otherwise provided in Subject to the terms and conditions of this Agreement, the Units granted under 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 shall vest and become payable in Shares as of each if you remain continuously employed by the Company or an Affiliate of the Vesting Dates Company until the date you become vested in accordance with the terms and conditions of this Agreement. (specified in the attached Schedule Ab) The number of PRSUs that shall become earned, Section 6), (i) to the extent the performance goals if any (the “Performance GoalsEarned PRSUs”), following the end of the period commencing on [For relative performance awards – the Grant Date][For absolute performance awards – June 1, 2015] (the “Commencement Date”) applicable to the performance period and ending on [Insert Last Day of Fiscal Year 2018] (the “Performance Period”) (specified in shall be determined by multiplying the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed PRSUs by the Company or a Subsidiary Earned Percentage, calculated as set forth in Exhibit A to this Agreement, and may range from the Grant Date through each zero to one hundred fifty percent (150%) of the Vesting Dates. The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriatePRSUs. (c) The Participant Earned PRSUs, if any, shall have no rights to vest as follows: (i) fifty percent (50%) shall vest on the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation third anniversary of the CompanyGrant Date, and (ii) fifty percent (50%) shall vest on the fourth anniversary of the Grant Date (the “End Date”). (d) For purposes The calculations under this Section 3 shall be made by the Committee following the end of the Performance Period and any vesting resulting from such calculations shall be effective as 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 the right to receive cash payments and other distributions pursuant to Sections 8(b) and (c) hereof, as of such vesting date. (e) 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, “Subsidiary” which determination shall mean any present or future “subsidiary corporation” of be final, conclusive and binding on you and the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided 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, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined calculated in accordance with Section 2(b4 (the “Earned Amount”), and the Participant’s rights to such vested number of Restricted Share Units shall become nonforfeitable as of the last day of the Performance Period, subject to Section 3(e) below below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the minutes of a meeting of the Committee) the extent to which the Performance Criteria and all other material terms of this Agreement have been met. (b) In the event the Participant dies or terminates employment on account of a Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as is equal to the product of (i) the Earned Amount that the Participant would have earned had he not died or had his employment terminated on account of Disability and (ii) as long as the Participant remains continuously employed by quotient of (A) the Company or a Subsidiary from number of days beginning with the Grant Date through each first day of the Vesting Dates. The number of Units that shall be eligible to vest Performance Period and ending on each the date of the Vesting Dates shall be equal to Participant’s death or the date the Participant’s employment is terminated as a result of Disability, as applicable, and (iB) the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units that are determined in which the Participant may have been entitled to be eligible 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 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 409A of the Code, approve the vesting of more of the Restricted Share Units than would otherwise vest based on the level of attainment application of the Performance Goals in accordance with provisions of this Section 2(b3(b) hereof, divided by (ii) upon the number death of Vesting Datesthe Participant or the termination of the Participant’s employment on account of Disability. (bc) As soon as reasonably practicable after In the completion of the Performance Period and no later than the first Vesting Dateevent this Award Agreement is assumed in connection with a Change in Control, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals Criteria as are necessary to equitably account for the Committee Change in Control. In the event the Participant’s employment with or service to the Company or any of its sole discretion deems appropriate. Affiliates is terminated by the Company without Cause (cas defined in the Plan) The 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 Restricted Share Units otherwise have become vested under Section 3(a), (b) or (d)), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units in which the Participant may have no been entitled to vest in accordance with the Performance Criteria shall vest) and the Participant’s rights to the Shares until the such vested amount of Restricted Share Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation shall become nonforfeitable as of the Companydate on which the Participant’s employment with or service to the Company is terminated. (d) 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, “SubsidiaryRetirement” shall mean any present be defined as the Participant’s voluntary termination of employment on or future “subsidiary corporation” after the date the Participant has attained fifty-nine (59) years of age and has provided ten (10) years of service to the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided 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, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined calculated in accordance with Section 2(b4 (the “Earned Amount”), and the Participant’s rights to such vested number of Restricted Share Units shall become nonforfeitable as of the last day of the Performance Period, subject to Section 3(d) below below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the minutes of a meeting of the Committee) the extent to which the Performance Criteria and all other material terms of this Agreement have been met. (b) In the event the Participant dies or terminates employment on account of a Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as is equal to the product of (i) the Earned Amount that the Participant would have earned had he not died or suffered a Disability and (ii) as long as the Participant remains continuously employed by quotient of (A) the Company or a Subsidiary from number of days beginning with the Grant Date through each first day of the Vesting Dates. The number of Units that shall be eligible to vest Performance Period and ending on each the date of the Vesting Dates shall be equal to Participant’s death or the date the Participant’s employment is terminated as a result of Disability, as applicable, and (iB) the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units that are determined to be eligible in which the Participant may have been entitled to vest based on the level of attainment of the Performance Goals in accordance with the Performance Criteria) and the Participant’s, or the Participant’s estate or beneficiaries in the event of Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 2(b) hereof, divided by (ii) the number of Vesting Dates5 hereof had Participant not died or suffered a Disability. (bc) As soon as reasonably practicable after In the completion of the Performance Period and no later than the first Vesting Dateevent this Award Agreement is assumed in connection with a Change in Control, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals Criteria as are necessary to equitably account for the Committee Change in Control. In the event the Participant’s employment with or service to the Company or any of its sole discretion deems appropriate. Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, and before the Restricted Share Units have become vested under Section 3(a) or (c) The b), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units in which the Participant may have no been entitled to vest in accordance with the Performance Criteria) and the Participant’s rights to the Shares until the such vested amount of Restricted Share Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation shall become nonforfeitable as of the Companydate on which the Participant’s employment with or service to the Company is terminated. (d) For purposes of this AgreementExcept as provided in Section 3(b) or (c) above, “Subsidiary” shall mean if the Participant’s employment with the Company terminates for any present or future “subsidiary corporation” reason prior to the expiration of the CompanyPerformance Period, as defined in Section 424(f) of all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable to the CodeParticipant.

Vesting. (a) Unless otherwise provided To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Performance Units awarded under this Agreement, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined calculated in accordance with Section 2(b) below 4, and (ii) his rights to such vested Performance Units shall become nonforfeitable as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment last day of the Performance Goals Period, subject to Section 6 below. [Except as provided in Section [3(b) or (c)] below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any Performance Units awarded under this Agreement that do not vest, as calculated in accordance with Section 2(b) hereof4, divided by shall be canceled immediately and shall not be payable to the Participant.] Prior to the payment of any Performance Units, the Committee shall certify in writing (iiwhich may be set forth in the minutes of a meeting of the Committee) the number extent to which the Performance Criteria and all other material terms of Vesting Datesthis Agreement have been met. (b) As soon as reasonably practicable after [In the completion event the Participant dies or becomes disabled (within the meaning of Section 22(e) of the Code) before the end of the Performance Period and no later than the first Vesting DatePeriod, the Committee Participant shall determine the actual level of attainment of vest in the Performance Goals; providedUnits granted under Section 2 of this Agreement [(and, howeverfor the avoidance of doubt, that no additional Performance Units in which the case of Units intended Participant may be entitled to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing vest in accordance with the requirements of Code Section 162(m) by the Committee, which Performance Criteria)] and his rights to such vested Performance Units shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis become nonforfeitable as of the determination date on which his employment is terminated.] (c) [In the event the Participant’s employment with the Company or certified level any of attainment of its Subsidiaries is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, and before the Performance GoalsUnits have become vested under Section 3(a), the number Participant shall vest in the Performance Units granted under Section 2 of this Agreement [(and, for the avoidance of doubt, no additional Performance Units that are eligible in which the Participant may be entitled to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion Performance Criteria)] and his rights to reduce the number of such vested Performance Units that would otherwise be eligible to vest based on the attainment level shall become nonforfeitable as of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriatedate on which his employment is terminated. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.]

Vesting. (a) Unless otherwise provided 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 amount of Restricted Share Units awarded under this Agreement, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined calculated in accordance with Section 2(b) below 4, and (ii) the Participant’s rights to such vested amount of Restricted Share Units shall become nonforfeitable as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment last day of the Performance Goals Period, subject to Section 3(d) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the amount of Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 2(b) hereof4, divided by shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares or payment of any cash in settlement of any Restricted Share Units, the Committee shall certify in writing (iiwhich may be set forth in the minutes of a meeting of the Committee) the number extent to which the Performance Criteria and all other material terms of Vesting Datesthis Agreement have been met. (b) As soon as reasonably practicable after In the completion event the Participant dies or terminates employment on account of a Disability before the end of the Performance Period Period, the Participant 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 no later than the first Vesting DateParticipant’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) In the event this Award Agreement is assumed in connection with a Change in Control, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals Criteria as are necessary to equitably account for the Committee Change in Control. In the event the Participant’s employment with or service to the Company or any of its sole discretion deems appropriate. Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, and before the Restricted Share Units have become vested under Section 3(a) or (c) The b), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units in which the Participant may have no been entitled to vest in accordance with the Performance Criteria) and the Participant’s rights to the Shares until the such vested amount of Restricted Share Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation shall become nonforfeitable as of the Companydate on which the Participant’s employment with or service to the Company is terminated. (d) For purposes of this AgreementExcept as provided in Section 3(b) or (c) above, “Subsidiary” shall mean if the Participant’s employment with the Company terminates for any present or future “subsidiary corporation” reason prior to the expiration of the CompanyPerformance Period, as defined in Section 424(f) of all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable to the CodeParticipant.

Vesting. (a) Unless otherwise provided in this Agreement, the The Restricted Stock Units granted under this Agreement shall vest and become payable in Shares as of each have been credited to a bookkeeping account on behalf of the Vesting Dates (specified Participant. The Restricted Stock Units shall be earned in whole, in part, or not at all, as provided herein. Following the attached Schedule A, Section 6), (i) to end of the extent the performance goals (the “Performance Goals”) applicable to the a three-year performance period that commences on January 1st of the year in which the Grant Date occurs (such three-year period is referred to as the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date), the Committee shall determine the actual level Company’s performance, described in more detail below, and shall certify such results in writing. Upon such certification, the Restricted Stock Units shall vest (the “Vesting Date,” as applicable) only if the Company achieves the “threshold level” of attainment performance (as defined below) and, subject to the terms of this Agreement and the Plan, so long as the Participant remains in service on the Vesting Date. Any Restricted Stock Units that fail to vest by the end of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing Period in accordance with the requirements terms of Code Section 162(m) this Agreement shall be forfeited and reconveyed to the Company without further consideration or any act or action by the Committee, which shall be comprised solely of “outside directors” within Participant and the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to further right or interest in the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the CompanyRestricted Stock Units. (db) For purposes of this Agreement, the performance goals shall be based on the Company’s relative total shareholder return (“SubsidiaryrTSR”) percentile performance and certain financial performance measures. The financial performance measures are the Company’s return on average assets (“ROAA”) percentile performance and return on average tangible common stockholder’s equity (“ROATCE”) percentile performance. For purposes of this Agreement, rTSR, ROAA and ROATCE each are referred to as a “Performance Metric” and collectively, the “Performance Metrics”, and “percentile performance” is determined based upon a comparison to the companies that comprise the Xxxxx, Xxxxxxxx & Xxxxx, Inc. Regional Bank Index (“KRX”) over the Performance Period. For purposes of this Agreement, ROAA and ROATCE shall mean any present or future be calculated on an “subsidiary corporationas-adjusted” basis to take into account merger-related expenses and other one-time expenses consistent with the methodology used by the KRX. (i) Vesting with respect to 50% of the Restricted Stock Units granted pursuant to this Agreement shall be based on the Company’s rTSR as compared to rTSR of the KRX companies over the Performance Period. 50% of the Targeted Restricted Stock Units shall be attributable to the rTSR Performance Metric. (ii) Vesting with respect to 25% of the Restricted Stock Units granted pursuant to this Agreement shall be based on the Company’s average ROAA percentile performance as compared to KRX companies over the Performance Period. 25% of the Targeted Restricted Stock Units shall be attributable to the ROAA Performance Metric. (iii) Vesting with respect to the remaining 25% of Restricted Stock Units granted pursuant to this Agreement shall be based on the Company’s average ROATCE percentile performance as compared to the KRX companies over the Performance Period. 25% of the Targeted Restricted Stock Units shall be attributable to the ROATCE Performance Metric. (iv) The Company’s total shareholder return shall be the ratio of the 20-trading day average stock price at the end of the Performance Period, inclusive of the last trading day of the Performance Period, to the 20-trading day average stock price immediately prior to the beginning of the Performance Period, assuming dividends are reinvested as defined of the last trading day immediately prior to the record date of such dividend. ROAA and ROATCE shall be calculated based on the Company’s audited financials as of December 31st of each year during the Performance Period. (c) The measurement of each Performance Metric is completely independent and distinct from the measurement of the other Performance Metrics. The Company’s performance with respect to a Performance Metric over the Performance Period must be in at least the 25th percentile of the companies in the KRX (i.e., the “threshold level”) for any portion of the Restricted Stock Units subject to vesting based on such Performance Metric to vest at the end of the Performance Period. If the Company’s percentile performance with respect to a Performance Metric falls between (i) the threshold level and the 50th percentile of the companies in the KRX (i.e., the “target level”), (ii) the target level and the 75th percentile of the companies in the KRX, or (iii) such 75th percentile and the 90th percentile of the companies in the KRX (i.e., the “maximum level”), the Committee shall use straight-line interpolation between upper and lower bound Restricted Stock Unit vesting percentages applicable to the relevant range described in clauses (i), (ii) or (iii) above to determine the vested number of Restricted Stock Units for the Performance Period with respect to the relevant Performance Metric, which in no event shall exceed 200% of the Target Restricted Stock Units with respect to that Performance Metric. Notwithstanding the foregoing, with respect to the rTSR Performance Metric, if the Company’s actual total shareholder return is negative, the Participant shall not vest in more than the Target Restricted Stock Units attributable to the rTSR Performance Metric. The portion of the Restricted Stock Units eligible for vesting if the Company achieves the threshold, target or maximum levels are as follows: Company’s Performance Metric Percentile Performance Rank Vesting Percentage of Target Restricted Stock Units Attributable to Performance Metric 90th Percentile (the “maximum level”) 200% of the Target Restricted Stock Units attributable to the Performance Metric 75th Percentile 150% of the Target Restricted Stock Units attributable to the Performance Metric 50th Percentile (the “target level”) 100% of the Target Restricted Stock Units attributable to the Performance Metric 25th Percentile (the “threshold level”) 50% of the Target Restricted Stock Units attributable to the Performance Metric Below 25th Percentile None of the Target Restricted Stock Units attributable to the Performance Metric (d) Except as may be otherwise provided in Section 424(f) 1.3 of this Agreement, in the event the Participant’s service as an Employee, Officer, director or consultant terminates for any reason other than death or Disability, vesting shall cease and any Restricted Stock Units that have not yet vested on such date shall be forfeited immediately and reconveyed to the Company without further consideration or any act or action by the Participant and the Participant shall have no further right or interest in the Restricted Stock Units. Notwithstanding the foregoing, in the event the Participant’s status as an Employee, Officer, director or consultant terminates without Cause or for Good Reason, the Committee, in its sole discretion, may waive the automatic forfeiture of any or all such Restricted Stock Units and the Participant may be eligible to vest in his or her Restricted Stock Units at the end of the CodePerformance Period in accordance with Section 1.2 and the Company shall settle such Restricted Stock Units in accordance with Article II.

Vesting. (a) Unless Except as otherwise provided in this AgreementSection 3, the Units granted under this Agreement shares of Unvested Performance Shares shall vest on the Certification Date only if and become payable in Shares as of each of to the Vesting Dates (specified in the attached Schedule A, Section 6), extent (i) the Participant remains in Continuous Service through January 1, 20___, and (ii) the Company attains the performance goals during the performance period ending December 31, 20___, as set forth on Appendix A hereto (the “Performance Objectives”). The Compensation Committee shall make its certification before March 15, 20___. No vesting shall occur for performance below Threshold and the full number of share shall vest for performance that is equal to or greater than Maximum, as set forth on Appendix A. The shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares. (b) In the event that the Participant’s employment is terminated as a result of death or Disability, at any time between the Grant Date and December 31, 20___, the Participant shall vest in the Performance Shares at Target (as set forth in Appendix A), regardless of whether the Performance Objectives are attained, with such vesting occurring as of the day before the termination of employment. The shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares. (c) In the event the Participant’s employment terminates prior to December 31, 20___, by reason of the non-renewal of the Term of the Employment Agreement by the Company, whether at the end of the current Term or any extended Term of the Employment Agreement, to the extent the performance goals (Performance Objectives are attained as set forth on Appendix A, the “Participant shall be entitled to vest in the Performance Goals”) applicable Shares in a pro-rated amount based on the date of the Participant’s termination of employment, subject to the performance period Compensation Committee certification provided for in Section 3(a) of this Agreement. The shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares. (d) In the “event the Participant’s employment terminates prior to December 31, 20___, by reason of the Company’s termination of the Participant without Cause or the Participant’s termination of employment for Good Reason, to the extent the Performance Period”) (specified Objectives are attained as set forth on Appendix A, the Participant shall be entitled to vest in the attached Schedule A, Sections 2 and 3) are attained, as determined Performance Shares in accordance with Section 2(b3(a) below above without any reduction or limitation as a result of said prior termination, subject to the Compensation Committee certification provided for in Section 3(a) of this Agreement. The shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares. (e) In the event there is a Change of Control, as defined in the Plan, then the Participant shall vest in the Performance Shares at Target as of the effective date of any such Change of Control; provided that (i) if the Participant has previously been terminated from employment as described under Section 3(c) and the Change of Control occurs prior to the vesting of unvested Performance Shares provided for under Section 3(c), the Participant shall vest in the Performance Shares in a pro-rated amount at Target based on the date of the Participant’s termination of employment, and any other rights in respect of the vesting of Unvested Performance Shares under Section 3(c) shall be cancelled and of no further force and effect, and (ii) as long as if the Participant remains continuously employed by has previously been terminated from employment as described under Section 3(d) and the Company or a Subsidiary from Change of Control occurs prior to the Grant Date through each vesting of Unvested Performance Shares provided for under Section 3(d), then the Participant shall vest in the Performance Shares at Target as of the Vesting Dateseffective date of any such Change of Control, and any other rights in respect of the vesting of Unvested Performance Shares under Section 3(d) shall be cancelled and of no further force and effect. The shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares. (f) In the event the Participant’s employment is terminated for Cause or if the Participant terminates his/her employment without Good Reason prior to December 31, 20___, all Unvested Performance Shares shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares. (g) Except as is provided in Section 9 of the Plan, any adjustment to an award of Performance Shares pursuant to Section 9 of the Plan shall not change the ratio of Unvested Performance Shares to Vested Performance Shares. (h) If the Participant is entitled to vest in a pro-rata portion of the Performance Shares, the number of Units that shares of Unvested Performance Shares which vest shall be eligible to vest on each of determined by multiplying the Vesting Dates shall be equal to (i) the total number of Units that are determined to be shares eligible to vest based on the level of attainment of Performance Objectives by a fraction, the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) numerator of which is the number of Vesting Dates. (b) As soon as reasonably practicable after days elapsed between January 1, 20___, and the completion date of the Performance Period termination of employment, and no later than the first Vesting Datedenominator of which is 1,096. For example, if the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of vesting based on attainment of Performance Goals shall Objectives is determined to be certified in writing in accordance with at Target and the requirements Participant completed 100 days of Code Section 162(m) by Continuous Service from January 1, 20___, the Committee, which shall pro-rata vested amount would be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, equal to the number of Units that are eligible to vest shares vested at Target (as provided on each of the Vesting Dates shall be calculated as described in Section 2(aAppendix A) times (100 divided by 1,096). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in Subject to the terms and conditions of this Agreement, the a number of Restricted Stock Units granted under this Agreement shall vest and become payable in Shares as of each of shall no longer be subject to any restriction on the Vesting Dates (specified in date that the attached Schedule A, Section 6), (i) to the extent the performance goals Committee determines and certifies (the “Performance GoalsDetermination Date”) applicable to the performance Company’s achievement in respect of each Goal (as defined below) for [the three-year period beginning on January 1 of the year of Grant date] (such period, the “Performance Period”), provided that the Participant is continuously employed by one or more of the Company’s Affiliates (collectively, Company and its Affiliates and any successors thereto defined as the “Assurant Group”) until the third anniversary of the Grant Date. Vesting of the Restricted Stock Units shall be determined based upon the Company’s performance during the Performance Period with respect to the following goals (specified in the attached Schedule A, Sections 2 and 3“Goals”) are attained, as determined in accordance with Section 2(bestablished by the Company within 90 days following the commencement of the Performance Period (the “Performance Level”): (i) below the achievement of total shareholder return measured relative to the S&P 500 Index (“TSR”) and (ii) adjusted earnings per share, excluding: (A) reportable catastrophes (as long as defined in the Participant remains continuously employed by Company’s audited consolidated financial statements) and (B) the Company net effect of changes in tax laws or a Subsidiary from regulations (“Adjusted EPS”). Each Goal shall be weighted equally in determining the Grant Date through each of the Vesting DatesCompany’s Performance Level. The number of Restricted Stock Units that shall be eligible vest pursuant to vest on each of the Vesting Dates TSR Goal shall be equal to (i) determined as follows: 90th Percentile and Above 200% 75th Percentile 150% 50th Percentile 100% 25th Percentile 50% Below 25th Percentile 0% Vesting for index performance that falls between the total 25th and 50th, 50th and 75th and 75th and 90th percentiles shall be determined by straight-line interpolation. The number of Restricted Stock Units that are shall vest pursuant to the Adjusted EPS Goal shall be determined to be eligible to vest based on as set forth in Appendix A attached hereto. On the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Determination Date, the Committee shall determine the actual level number of attainment of the Performance Goals; providedRestricted Stock Units, howeverif any, that in the case of Units intended shall vest pursuant to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals each Goal. Such determinations shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committeefinal, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest binding and conclusive on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriateall persons for all purposes. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Units granted under this Agreement You shall vest and become payable in Shares as the number of each Target Shares, if any, determined by the Committee following the end of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals period commencing on [  ] (the “Performance GoalsCommencement Date”) applicable to the performance period and ending on [  ] (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment achievement of the applicable performance goals approved by the Committee, communicated to you and set forth in the Company’s records, subject to your continued employment with the Company or an Affiliate through the end of the Performance Goals Period. The number of shares of Stock that may become vested hereunder shall range from zero to two hundred percent (200%) of the Target Shares, based on the level of achievement of the applicable performance goals during the Performance Period, as determined by the Committee. If more than 100% of the Target Shares become vested, as determined by the Committee, then the number of additional shares that become vested (the “Additional Shares” and, together with the Target Shares, the “Shares”) shall be issued to you on the date on which the Committee certifies the level of achievement of the applicable performance goals (the “Certification Date”). Subject to Section 4 below, any Shares that are earned based on the achievement of applicable performance goals in accordance with this Section 2(b3(a) (the “Earned Shares”) shall be deemed to be vested on the Certification Date. Any Target Shares that do not vest pursuant to the terms of Sections 3 or 4 hereof shall be immediately and irrevocably forfeited, including the right to receive cash payments and other distributions pursuant to Section 1(b) hereof, divided by (ii) as of the number of Vesting DatesCertification Date. (b) As soon as reasonably practicable after The Committee administering the completion Plan shall have the authority to make any determinations regarding questions arising from the application of the Performance Period and no later than the first Vesting Dateprovisions of this Section 3, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the which determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committeefinal, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest conclusive and binding on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded you and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise Subject to the accelerated vesting provisions provided in this Agreementbelow, the Performance Based Restricted Stock Units granted under this Agreement subject to the Award shall vest and become payable in Shares as of each on the last day of the Vesting Dates (specified in the attached Schedule APeriod, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant if Employee remains continuously employed by the Company or a Subsidiary from its Subsidiaries through such date. For the Grant Date through each avoidance of doubt, if the Vesting Dates. The number of Units that Company fails to achieve at least the Earnings Per Share Threshold, the Employee shall be eligible entitled to vest on each receive no shares of the Vesting Dates shall be equal Stock with respect to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by Based Restricted Stock Units subject to the Award (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a2), unless the deemed Earnings Per Share from Continuing Operations provisions in this Section specifically modify such result. In If, during the case Performance Period: A. The Employee dies or terminates employment on account of Units that are intended to constitute Qualified Performance-Based Compensationhis or her Permanent Disability, the Committee may not increase Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months of the Employee’s employment during the Performance Period divided by twelve), based on Earnings Per Share from Continuing Operations during the Performance Period; or B. A Change in Control occurs, the Performance Based Restricted Stock Units that may subject to the Award shall be eligible to vest to a number that is greater than vested, pro rata (based on the number of Units determined in accordance with full and partial months during the foregoing sentence, but it retains Performance Period before the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level date of the Change in Control, divided by twelve), and the Earnings Per Share from Continuing Operations shall be deemed to be 100% of the Earnings Per Share Target, regardless of actual performance. If, after the Performance Goals. For Units that are intended to constitute Qualified Performance-Based CompensationPeriod but during the Vesting Period: A. The Employee dies or terminates employment on account of his or her Permanent Disability or by reason of retirement (as determined by the Company, in its sole and absolute discretion), the Performance Goals may not Based Restricted Stock Units subject to the Award shall be adjusted except immediately fully vested, based on Earnings Per Share from Continuing Operations during the Performance Period; or B. A Change in Control occurs, the Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Earnings Per Share from Continuing Operations during the Performance Period. Except as specified provided in 4.1 below, in the attached Schedule A, Section 4 in accordance event of the termination of employment of the Employee with the requirements Company and its Subsidiaries for any other reason before the end of Code Section 162(m). For the Vesting Period, all Performance Based Restricted Stock Units that are not intended to constitute Qualified Performance-Based Compensationvested at the time of such termination of employment normally shall be forfeited. In the event of termination of employment (whether or not in breach of local labor laws), the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate. (c) The Participant Company shall have no rights the exclusive discretion to determine the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation date of the Company. (d) For termination of employment for purposes of this AgreementAward. Such termination date shall be the date that the Employee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “Subsidiarygarden leave” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Codesimilar period pursuant to local law).

Vesting. 5.1 The RSUs with respect to 3 Common Shares will vest in substantially equal installments of 25% on each of the first four anniversaries of March 15 of the year of grant (a) Unless each such anniversary, a “Vesting Date”), subject to Executive continuing to be Employed through each such Vesting Date except as otherwise provided in this AgreementSection 5.1 (such RSUs, the Units “Time-Based RSUs”). For clarification purposes, the Time-Based RSUs granted under pursuant to this Agreement shall vest and become payable have vested in Shares as of each of full on March 15, 202[3][4]. Notwithstanding the Vesting Dates (specified in the attached Schedule A, Section 6)foregoing, (i) in the event the Board determines that Executive will no longer serve as the Chief Executive Officer under the terms of the Employment Agreement and, as a result, Executive ceases to be Employed prior to the extent the performance goals (the “Performance Goals”) occurrence of one or more Vesting Dates applicable to the performance period (the “Performance Period”) (specified in the attached Schedule ATime-Based RSUs, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) the Board determines in its sole discretion that as long as of the Participant remains continuously employed by date Executive ceases to be Employed (A) the Company or has hired a Subsidiary from the Grant Date through each of the Vesting Dates. new Chief Executive 2 The number of Units that shall be eligible to vest on Common Shares underlying each of the Vesting Dates shall grant will be equal to five million dollars (i$5,000,000) divided by the then-current fair market value of a Common Share on the date of grant, as determined by the Board of Directors in good faith. 3 75% of the total number grant. Officer, and (B) Executive has provided a transition plan and such assistance to the Company and such new Chief Executive Officer as the Board in its reasonable, good faith discretion believes is necessary and appropriate to ensure a smooth transition of Units that are determined the role (a “Qualifying Resignation”), the Time-Based RSUs for which a Vesting Date has not otherwise occurred will become vested as of the date Executive ceases to be eligible Employed (such date, with respect to vest based on such RSUs, also a “Vesting Date”); provided, that with respect to any Time-Based RSUs granted within the level twelve (12) months immediately prior to the date Executive ceases to be Employed, only a pro rata portion of attainment of the Performance Goals such Time-Based RSUs will become vested in accordance with this Section 2(b5.1, which portion is equal to the number of months in which Executive was employed during the four (4) hereof, year vesting period applicable to such Time-Based RSUs divided by forty-eight (48). Following the occurrence of a Change in Control or a Liquidity Event, in either case in the event the Majority Stockholder as of the date of December 19, 2017 ceases to hold or have the right to appoint or elect a majority of the seats on the Board, for purposes of making the determination under prong (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing whether a Qualifying Resignation has occurred in accordance with the requirements above, without otherwise limiting the foregoing, following Executive’s notice to the Board of Code Section 162(mhis desire to step down from the role of Chief Executive Officer, Executive shall propose such candidates for the role as Executive deems appropriate and the Board shall take (or have taken) all commercially reasonable efforts to accommodate Executive’s request to step down from the role of Chief Executive Officer within a reasonable period of time following notice thereof, and shall consider (or have considered) any reasonable candidate(s) for the role of Chief Executive Officer in good faith (it being understood that the decision to and whom to appoint as a new Chief Executive Officer shall continue to be made by the CommitteeBoard in its sole discretion). 5.2 The RSUs with respect to 4 Common Shares will vest only upon the occurrence of a Liquidity Event, as defined below, in which shall the Majority Stockholder achieves a Net MoM of 2.0, subject to Executive continuing to be comprised solely of Employed through such Liquidity Event (such occurrence, also a “outside directors” within the meaning of Code Section 162(mVesting Date”). On the basis . 5.3 Any portion of the determination or certified level of attainment of the Performance Goals, the number of Units RSUs that are eligible to does not vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise this Section 5 shall be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriateautomatically forfeited by Executive. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. 5.1 The RSUs with respect to ______________3 Common Shares will vest in substantially equal installments of 25% on each of the first four anniversaries of March 15 of the year of grant (a) Unless each such anniversary, a “Vesting Date”), subject to Executive continuing to be Employed through each such Vesting Date except as otherwise provided in this AgreementSection 5.1 (such RSUs, the Units “Time-Based RSUs”). For clarification purposes, the Time-Based RSUs granted under pursuant to this Agreement shall vest and become payable have vested in Shares as of each of full on March 15, 202[2][3][4]. Notwithstanding the Vesting Dates (specified in the attached Schedule A, Section 6)foregoing, (i) in the event the Board determines that Executive will no longer serve as the Chief Executive Officer under the terms of the Employment Agreement and, as a result, Executive ceases to be Employed prior to the extent the performance goals (the “Performance Goals”) occurrence of one or more Vesting Dates applicable to the performance period (the “Performance Period”) (specified in the attached Schedule ATime-Based RSUs, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) the Board determines in its sole discretion that as long as of the Participant remains continuously employed by date Executive ceases to be Employed (A) the Company or has hired a Subsidiary from the Grant Date through each of the Vesting Dates. new Chief Executive 2 The number of Units that shall be eligible to vest on Common Shares underlying each of the Vesting Dates shall grant will be equal to five million dollars (i$5,000,000) divided by the then-current fair market value of a Common Share on the date of grant, as determined by the Board of Directors in good faith. 3 75% of the total number grant. Officer, and (B) Executive has provided a transition plan and such assistance to the Company and such new Chief Executive Officer as the Board in its reasonable, good faith discretion believes is necessary and appropriate to ensure a smooth transition of Units that are determined the role (a “Qualifying Resignation”), the Time-Based RSUs for which a Vesting Date has not otherwise occurred will become vested as of the date Executive ceases to be eligible Employed (such date, with respect to vest based on such RSUs, also a “Vesting Date”); provided, that with respect to any Time-Based RSUs granted within the level twelve (12) months immediately prior to the date Executive ceases to be Employed, only a pro rata portion of attainment of the Performance Goals such Time-Based RSUs will become vested in accordance with this Section 2(b5.1, which portion is equal to the number of months in which Executive was employed during the four (4) hereof, year vesting period applicable to such Time-Based RSUs divided by forty-eight (48). Following the occurrence of a Change in Control or a Liquidity Event, in either case in the event the Majority Stockholder as of the date of December 19, 2017 ceases to hold or have the right to appoint or elect a majority of the seats on the Board, for purposes of making the determination under prong (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing whether a Qualifying Resignation has occurred in accordance with the requirements above, without otherwise limiting the foregoing, following Executive’s notice to the Board of Code Section 162(mhis desire to step down from the role of Chief Executive Officer, Executive shall propose such candidates for the role as Executive deems appropriate and the Board shall take (or have taken) all commercially reasonable efforts to accommodate Executive’s request to step down from the role of Chief Executive Officer within a reasonable period of time following notice thereof, and shall consider (or have considered) any reasonable candidate(s) for the role of Chief Executive Officer in good faith (it being understood that the decision to and whom to appoint as a new Chief Executive Officer shall continue to be made by the CommitteeBoard in its sole discretion). 5.2 The RSUs with respect to ______________4 Common Shares will vest only upon the occurrence of a Liquidity Event, as defined below, in which shall the Majority Stockholder achieves a Net MoM of 2.0, subject to Executive continuing to be comprised solely of Employed through such Liquidity Event (such occurrence, also a “outside directors” within the meaning of Code Section 162(mVesting Date”). On the basis . 5.3 Any portion of the determination or certified level of attainment of the Performance Goals, the number of Units RSUs that are eligible to does not vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise this Section 5 shall be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriateautomatically forfeited by Executive. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Units granted under this Agreement The Granted PBRSUs shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) be subject to the extent the performance goals both a time-based vesting condition (the “Performance GoalsTime-Based Condition”) applicable to the performance period and a performance-based vesting condition (the “Performance PeriodPerformance-Based Condition”) (specified in the attached Schedule A, Sections 2 and 3) are attained), as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each described herein. None of the Vesting DatesGranted 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 Units Granted PBRSUs that shall be eligible to vest on each become “vested” for purposes of this Agreement (which, for the Vesting Dates shall be equal to (i) the total number sake of Units that are determined to be eligible to vest based on the level clarity and avoidance of attainment of the Performance Goals in accordance with Section 2(b) hereofdoubt, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is less than or greater than the number of Units determined in accordance with PBRSUs specified above as having been granted on the foregoing sentence, but it retains Grant Date) shall equal the sole discretion to reduce product of (x) the number of Units the Granted PBRSUs that would otherwise have satisfied the Time-Based Condition and (y) the percentage level at which the Performance-Based Condition has been satisfied. (i) The Time-Based Condition shall be eligible to vest based satisfied on the attainment Performance Measurement Date (as defined below), subject to the Participant not having ceased to perform services to the Company, except as provided in Section 2(c), 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 Goals. For Units that are intended Measurement Date and will be equal to constitute Qualified Performance-Based Compensation, the average of the Achievement Percentages separately determined for the Performance Goals may not be adjusted except (as specified in the attached Schedule Adefined below), Section 4 in accordance with the requirements where such average ultimately is determined by weighing differently each of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate.follows: [•]% of such average will be measured by Cumulative Adjusted EBITDA; [•]% of such average will be measured by End-to-End RCM Agreement Growth; and [•]% of such average will be measured by Modular Sales Revenue. Level of Performance Table 1: Non-COC Measurement Date ([•]) Performance Goals Achievement Percentage (%) Cumulative Adjusted EBITDA ($M) End-to-End RCM Agreement Growth ($B) Modular Sales Revenue ($M) Below Threshold <[•] <[•] <[•] [•] Threshold [•] [•] [•] [•] Target [•] [•] [•] [•] Maximum [•] [•] [•] [•] (c1) The Participant shall have no rights If the Performance Measurement Date is the Non-COC Measurement Date, then achievement will be determined pursuant to Table 1 above, subject to the Shares until terms and conditions of this paragraph. The maximum number of Granted PBRSUs that satisfy the Units have Performance-Based Condition and thus become “vested. Prior to settlement, the Units represent an unfunded and unsecured obligation ” cannot exceed [•]% of the CompanyGranted PBRSUs. For each Performance Goal, performance between Threshold and Target or between Target and Maximum will be determined on a pro-rata basis using straight-line interpolation between the Achievement Percentages for the relevant levels of performance. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the The Restricted Stock Units granted under this Agreement shall vest and become payable in Shares as of each have been credited to a bookkeeping account on behalf of the Vesting Dates (specified Participant. The Restricted Stock Units shall be earned in whole, in part, or not at all, as provided herein. Following the attached Schedule A, Section 6), (i) to end of the extent the performance goals (the “Performance Goals”) applicable to the a three-year performance period that commences on the Grant Date (such three-year period is referred to as “the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date), the Committee shall determine the actual Company’s achievement of the performance goals, described in more detail below, and shall certify such results in writing. Upon such certification, the Restricted Stock Units may become vested (the “Vesting Date,” as applicable), if the Company achieves a pre-determined level of attainment the performance goals and the Participant remains in service on the Vesting Date. Any Restricted Stock Units that fail to vest by the end of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing Period in accordance with the requirements terms of Code Section 162(m) this Agreement shall be forfeited and reconveyed to the Company without further consideration or any act or action by the Committee, which shall be comprised solely of “outside directors” within Participant and the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to further right or interest in the Shares until the Units have vestedRestricted Stock Units. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, the performance goal shall be based on the Company’s relative total shareholder return percentile performance (“Subsidiary” rTSR”) as compared to the Xxxxx, Xxxxxxxx & Xxxxx, Inc., (“KBW”) Regional Bank Index over the Performance Period. The Company’s total shareholder return shall mean any present or future “subsidiary corporation” be the ratio of the 30-trading day average stock price at the end of the Performance Period, assuming dividends are reinvested, to the 30-trading day average stock price at the beginning of the Performance Period, assuming dividends are reinvested. The Company’s rTSR performance must be in at least the 25th percentile of the companies in the KBW Regional Bank Index (i.e., the “threshold level”) for any Restricted Stock Units to be eligible to vest at the end of the Performance Period. If the Company’s rTSR percentile performance falls between threshold level and the 50th percentile of the companies in the KBW Regional Bank Index (i.e., the “target level”) or between the target level and the 75th percentile of the companies in the KBW Regional Bank Index (i.e., the “maximum level”), the Committee shall use straight line interpolation to determine the vested number of Restricted Stock Units for the Performance Period, which in no event shall exceed 200% of the Target Restricted Stock Units. Notwithstanding the foregoing, if the Company’s absolute total shareholder return is negative, the Participant shall not vest in more than the Target Restricted Stock Units. The portion of the Restricted Stock Units eligible for vesting if the Company achieves the threshold, target or maximum levels are as defined follows: 75th Percentile 150% of the Target Restricted Stock Units 50th Percentile 100% of the Target Restricted Stock Units 25th Percentile 50% of the Target Restricted Stock Units Below 25th Percentile None (b) Except as may be otherwise provided in Section 424(f) 1.3 of this Agreement, in the event the Participant’s service as an Employee, Officer, director or consultant terminates for any reason other than death or Disability, vesting shall cease and any Restricted Stock Units that have not yet vested on such date shall be forfeited immediately and reconveyed to the Company without further consideration or any act or action by the Participant and the Participant shall have no further right or interest in the Restricted Stock Units. Notwithstanding the foregoing, the Committee may, in the event the Participant’s status as an Employee, Officer, director or consultant terminates without Cause or for Good Reason, the Committee, in its sole discretion, may waive the automatic forfeiture of any or all such Restricted Stock Units and the Participant may be eligible to vest in his or her Restricted Stock Units at the end of the CodePerformance Period in accordance with Section 1.2 and the Company shall settle such Restricted Stock Units in accordance with Article II.

Vesting. (a) Unless otherwise Subject to the terms of the Plan and this Agreement, except as provided in Section 4 of this Agreement, the Restricted Share Units granted under this Agreement shall become vested (and, if applicable, earned) as follows: (a) [________]1 of the Restricted Share Units (the “Time-Based Restricted Share Units”) shall vest and become payable in Shares as of equal annual installments on each of the first three (3) anniversaries of the Grant Date (each such anniversary, a “Time-Based Vesting Dates (specified Date”); provided that the Participant has not experienced a Termination prior to the applicable Time-Based Vesting Date. Except as set forth in Section 4, there shall be no proportionate or partial vesting in the attached Schedule A, Section 6), periods prior to each Time-Based Vesting Date. (ib) [________]2 of the Restricted Share Units (the “Performance-Based Restricted Share Units”) shall be earned as of the last day of the Performance Period (as defined below) if and to the extent that the performance goals set forth in Exhibit A (the “Performance Goals”) applicable hereto are achieved with respect to the performance period commencing on January 1, 2020 and ending on, but including, December 31, 2022 (the “Performance Period”) ), and shall vest as of the Determination Date (specified as defined below); provided, that, except as set forth in the attached Schedule ASection 4, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by has not experienced a Termination prior to the Company or a Subsidiary from the Grant Date through each of the Vesting DatesDetermination Date. The number of Units that shall be eligible extent to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of which the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) are achieved and the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals Restricted Stock Units are earned shall be certified in writing in accordance with the requirements of Code Section 162(m) determined by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate. on a date as soon as practicable after the last day of the Performance Period (c) the “Determination Date”). The Participant Committee may review and discuss, on an annual or periodic basis, preliminary information regarding the Company’s progress towards achieving the Performance Goals; provided that any such information, as well as the methodologies used to derive and calculate such information, shall have be non-binding and subject to revision, update and modification in all respects, and no rights determination shall be made as to achievement of the applicable performance goals the number of Performance-Based Restricted Share Units until the Determination Date. Except as set forth in Section 4, there shall be no proportionate or partial vesting prior to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the CompanyDetermination Date. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided Subject to earlier vesting in this Agreementaccordance with Sections 3 or 4 below, the Units granted under this Agreement Shares shall vest and become payable in Shares as of each on the third anniversary of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals Grant Date set forth above (the “Performance GoalsVesting Date”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(bthe vesting provisions of subsection (b) below and (ii) below. Prior to the Vesting Date, the Shares subject to the Award shall be nontransferable and, except as long as the Participant remains continuously employed by otherwise provided herein, shall be immediately forfeited upon Participant’s termination of employment with the Company or a Subsidiary from and its Subsidiaries. Subject to the Grant Date through each terms of the Vesting Dates. The number of Units that shall be eligible Plan, the Committee reserves the right in its sole discretion to vest on each of waive or reduce the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Datesvesting requirements. (b) As soon as reasonably practicable after The Shares subject to the completion Award are intended to be “qualified performance-based compensation” within the meaning of Section 162(m) of the Performance Period Internal Revenue Code, as amended and no later than the first regulations thereunder (the “Code”) and the maximum number of Shares that shall vest on the Vesting Date shall be equal to the result derived from the following formula: (i) one-half of one percent (or, one and one-half percent if Participant is the Chief Executive Officer of the Company) of the sum of the Company’s operating profit for the period January 1, 2013 through December 31, 2015, as determined by the Committee in accordance with the Plan, divided by (ii) the fair market value of a Share on the Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in no event shall the case number of Units intended Shares which vest on the Vesting Date exceed the number of Shares subject to constitute Qualified Performance-Based Compensationthe Award or the individual limits for Participants as set forth in the Plan. The payout of vested Shares may be reduced, but not increased, based on the determination of the level degree of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) such performance criteria as determined by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate. (c) The discretion. To the extent unvested Shares are not paid to Participant shall have no rights pursuant to the immediately preceding sentence, then such unvested Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Companyshall be immediately forfeited. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise Subject to the accelerated vesting provisions provided in this Agreementbelow, the Units granted number of PSUs determined under this Agreement Section 2 above shall vest and become payable in Shares as of each on the last day of the Vesting Dates (specified in the attached Schedule APeriod, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the if Participant remains continuously employed by the Company or its Affiliate through such date. For the avoidance of doubt, if the Company fails to achieve a Subsidiary from performance goal at the Grant Date through each threshold level, Participant shall be entitled to receive no shares of Stock subject to such performance goal, unless the deemed performance provisions in this Section specifically modify such result. PSU US 1/2018 If, during the Performance and Vesting Dates. The Periods, while employed by the Company or its Affiliates: A. Participant dies or his or her employment terminates by reason of Disability, the number of Units that shall be eligible vested PSUs subject to vest on each of the Vesting Dates Award shall be equal to the product of: (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii1) the number of Vesting Dates. full and partial months of Participant’s employment during the Performance Period divided by thirty-six (36) and (2) the greater of (a) one hundred percent (100%) of the PSUs subject to this Award Agreement, regardless of actual performance or (b) As soon as reasonably practicable after the completion number of PSUs that Participant would have been payable to Participant at the end of Performance Period and no later than based on actual Company performance during the first Vesting Date, the Committee shall determine the actual level of attainment of the entire Performance Goals; provided, however, that in the case of Units intended to constitute Qualified PerformancePeriod. B. A Change-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goalsin-Control occurs, the number of Units that are eligible vested PSUs subject to vest on each this Award shall be the greater of (1) one hundred percent (100%) of the Vesting Dates shall be calculated as described in Section 2(a)PSUs subject to this Award Agreement, regardless of actual performance or (2) the number of PSUs that would have been payable to Participant for the Performance Period based on the Company’s best estimate of projected Company performance through the end of the Performance Period, determined at the date of the Change-in-Control. In the case event of Units a Change-in-Control following an event that are intended to constitute Qualified Performancewould otherwise enable vesting at the end of the Performance and Vesting Periods under Section 4A, the provisions of this Section 4B shall control. For the avoidance of doubt, vesting under this Section 4B is not calculated on a pro-Based Compensationrata basis. C. Except as provided in Section 5 below, and in certain limited instances where the Committee may not increase exercise its discretion in determining the number vesting implications of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance PSUs, if Participant’s employment with the foregoing sentence, but it retains Company and its Affiliates terminates for any other reason before the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level end of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensationand Vesting Periods, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units all PSUs that are not intended to constitute Qualified Performance-Based Compensation, vested at the Committee may make time of such adjustments to termination of employment (after first taking into account the Performance Goals as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes accelerated vesting provisions of this Agreement, “Subsidiary” Section 4) shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Codebe forfeited.

Vesting. (a) Unless otherwise provided in this Agreement, the Units granted under this Agreement The Granted PBRSUs shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) be subject to the extent the performance goals both a time-based vesting condition (the “Performance GoalsTime-Based Condition”) applicable to the performance period and a performance-based vesting condition (the “Performance PeriodPerformance-Based Condition”) (specified in the attached Schedule A, Sections 2 and 3) are attained), as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each described herein. None of the Vesting DatesGranted 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 Units Granted PBRSUs that shall be eligible to vest on each become “vested” for purposes of this Agreement (which, for the Vesting Dates shall be equal to (i) the total number sake of Units that are determined to be eligible to vest based on the level clarity and avoidance of attainment of the Performance Goals in accordance with Section 2(b) hereofdoubt, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is less than or greater than the number of Units determined in accordance with PBRSUs specified above as having been granted on the foregoing sentence, but it retains Grant Date) shall equal the sole discretion to reduce product of (x) the number of Units the Granted PBRSUs that would otherwise have satisfied the Time-Based Condition and (y) the percentage level at which the Performance-Based Condition has been satisfied. (i) The Time-Based Condition shall be eligible satisfied as to vest based equal 1/3rd installments of the Granted PBRSUs on each of (A) Performance Measurement Date (as defined below), (B) the attainment level 12-month anniversary of the Performance GoalsMeasurement Date, and (C) the 24-month anniversary of the Performance Measurement Date (each, a “Time-Vesting Date”), in each case subject to the Participant not having ceased to perform services to the Company, except as provided in Section 2(c), prior to such Time-Vesting Date. For Units that are intended In the event of a Change of Control, and provided the Participant has not ceased to constitute Qualified perform services to the Company through such Change of Control, the Time-Based Condition shall be deemed satisfied with respect to all of the Granted PBRSUs. (ii) The percentage level at which the Performance-Based Compensation, Condition is satisfied will be measured as of the Performance Measurement Date and will be equal to the average of the Achievement Percentages separately determined for the Performance Goals may not be adjusted except (as specified in the attached Schedule Adefined below), Section 4 in accordance with the requirements where such average ultimately is determined by weighing differently each of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate.follows: [•]% of such average will be measured by Cumulative Adjusted EBITDA; [•]% of such average will be measured by End-to-End RCM Agreement Growth; and [•]% of such average will be measured by Modular Sales Revenue. Cumulative Adjusted EBITDA ($M) End-to-End RCM Agreement Growth ($B) Modular Sales Revenue ($M) Below Threshold <[•] <[•] <[•] [•] Threshold [•] [•] [•] [•] Target [•] [•] [•] [•] Maximum [•] [•] [•] [•] (c1) The Participant shall have no rights If the Performance Measurement Date is the Non-COC Measurement Date, then achievement will be determined pursuant to Table 1 above, subject to the Shares until terms and conditions of this paragraph. The maximum number of Granted PBRSUs that satisfy the Units have Performance-Based Condition and thus become “vested” cannot exceed [•]% of the Granted PBRSUs. Prior to settlementFor each Performance Goal, performance between Threshold and Target or between Target and Maximum will be determined on a pro-rata basis using straight-line interpolation between the Achievement Percentages for the relevant levels of performance. Example: If Cumulative Adjusted EBITDA is $[•], the Units represent an unfunded Achievement Percentage for Cumulative Adjusted EBITDA is [•]%. If End-to-End RCM Agreement Growth is $[•], the Achievement Percentage for End-to-End RCM Agreement Growth is [•]%. If Modular Sales Revenue is $[•], the Achievement Percentage for Modular Sales Revenue is [•]%. Accordingly, the percentage level at which the Performance-Based Condition is satisfied, after giving weight to the different Performance Goals at [•]%, [•]% and unsecured obligation of the Company[•]%, respectively, is [•]%. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and Section 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting DatesDates (specified in the attached Schedule A, Section 6). The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to the quotient of (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals Goal in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting DatePeriod, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance GoalsGoal, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a)calculated. In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals Goal may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments adjustment to the Performance Goals Goal as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) To the extent permissible under applicable local law, if the Participant commences working on a part-time basis, then the vesting schedule specified in Section 2(a) may be adjusted by the Company in its sole discretion. (e) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Units granted under this Agreement The Granted PBRSUs shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) be subject to the extent the performance goals both a time-based vesting condition (the “Performance GoalsTime-Based Condition”) applicable to the performance period and a performance-based vesting condition (the “Performance PeriodPerformance-Based Condition”) (specified in the attached Schedule A, Sections 2 and 3) are attained), as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each described herein. None of the Vesting DatesGranted 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 Units Granted PBRSUs that shall be eligible to vest on each become “vested” for purposes of this Agreement (which, for the Vesting Dates shall be equal to (i) the total number sake of Units that are determined to be eligible to vest based on the level clarity and avoidance of attainment of the Performance Goals in accordance with Section 2(b) hereofdoubt, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is less than or greater than the number of Units determined in accordance with PBRSUs specified above as having been granted on the foregoing sentence, but it retains Grant Date) shall equal the sole discretion to reduce product of (x) the number of Units the Granted PBRSUs that would otherwise have satisfied the Time-Based Condition and (y) the percentage level at which the Performance-Based Condition has been satisfied. (i) The Time-Based Condition shall be eligible satisfied as to vest based equal 1/3rd installments of the Granted PBRSUs on each of (A) Performance Measurement Date (as defined below), (B) the attainment level 12-month anniversary of the Performance GoalsMeasurement Date, and (C) the 24-month anniversary of the Performance Measurement Date (each, a “Time-Vesting Date”), in each case subject to the Participant not having ceased to perform services to the Company, except as provided in Section 2(c), prior to such Time-Vesting Date. For Units that are intended In the event of a Change of Control, and provided the Participant has not ceased to constitute Qualified perform services to the Company through such Change of Control, the Time-Based Condition shall be deemed satisfied with respect to all of the Granted PBRSUs. (ii) The percentage level at which the Performance-Based Compensation, Condition is satisfied will be measured as of the Performance Measurement Date and will be equal to the average of the Achievement Percentages separately determined for the Performance Goals may not be adjusted except (as specified in the attached Schedule Adefined below), Section 4 in accordance with the requirements where such average ultimately is determined by weighing differently each of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate.follows: [●]% of such average will be measured by Cumulative Adjusted EBITDA; [●]% of such average will be measured by End-to-End RCM Agreement Growth; and [●]% of such average will be measured by Modular Sales Revenue. Table 1: Non-COC Measurement Date ([●]) Below Threshold <[●] <[●] <[●] [●] Threshold [●] [●] [●] [●] Target [●] [●] [●] [●] Maximum [●] [●] [●] [●] (c1) The Participant shall have no rights If the Performance Measurement Date is the Non-COC Measurement Date, then achievement will be determined pursuant to Table 1 above, subject to the Shares until terms and conditions of this paragraph. The maximum number of Granted PBRSUs that satisfy the Units have Performance-Based Condition and thus become “vested. Prior to settlement, the Units represent an unfunded and unsecured obligation ” cannot exceed [●]% of the CompanyGranted PBRSUs. For each Performance Goal, performance between Threshold and Target or between Target and Maximum will be determined on a pro-rata basis using straight-line interpolation between the Achievement Percentages for the relevant levels of performance. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in Subject to the other provisions of this AgreementParagraph 2, the Performance Units granted under this Agreement shall vest and become payable in Shares as of each of December 31, [ ] (the Vesting Dates (specified in the attached Schedule A, Section 6), (i“Service Date”) to the 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 goals goal(s) or service condition(s) shall be forfeited and the Grantee shall not have any further rights with respect to those Performance Units. (b) If the “Performance Goals”) applicable Grantee’s service with the Employer ceases prior to the performance Service Date due to the Grantee’s death or “total disability” (as defined below), the Grantee shall become vested in a pro-rata portion of the Performance 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”) (specified in the attached Schedule A), Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (iB) the total number denominator of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) which is [the number of Vesting Dates. (b) As soon calendar days in the Performance Period]. Any Performance Units that do not vest in connection with such death or total disability shall be forfeited as reasonably practicable after the completion of the date the Grantee’s service ceases and the Grantee shall not have any further rights with respect to those Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriateUnits. (c) The Participant shall have no rights If the Grantee’s service with the Employer ceases prior to the Shares until Service Date due to (i) a termination by the Units have vested. Prior to settlementEmployer without “cause” (as defined below), or (ii) a resignation by the Units represent an unfunded and unsecured obligation Grantee with “good reason” (as defined below), then the Grantee shall become vested as of the CompanyService 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 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 as of the date the Grantee’s service ceases and the Grantee shall not have any further rights with respect to those Performance Units. Any Performance Units that do not vest because of the failure 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) 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 before the payment date described below in Paragraph 3, all the Performance Units shall be immediately forfeited and the Grantee shall not have any further rights with respect to this Grant. (e) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.:

Vesting. (a) Unless Except as otherwise provided in the Plan or herein, any unvested PSUs subject to this AgreementAward shall no longer Vest and shall be forfeited without payment of any kind to Grantee, immediately after Grantee fails to maintain continuous status as an Employee through the Units granted under this Agreement shall vest and become payable in Shares Determination Date (as of each of the Vesting Dates (specified in the attached Schedule A, Section 6defined below), (i) to the extent such PSUs are not then vested in accordance with the following vesting provisions. The level of vesting is based on the determination of Company’s (or its successors) achievement of the financial performance goals as set forth below. 2024 PLAN: PSU-TSR The vesting of the PSUs will be determined based on Company’s achievement of Threshold, Target or Maximum levels (or levels between Threshold and Target or between Target and Maximum, the “Performance Goals”) applicable of TSR Performance as follows: Minimum Below [●] 0% Threshold At [●] [●] Target At 100% 100% Maximum At or above [●] [●] For TSR Performance: (A) should Company fail to achieve at least Threshold, zero percent (0%) of the performance period Award shall Vest; (B) should Company achieve (i) Threshold, [●] of the “Performance Period”) (specified in the attached Schedule AAward shall Vest, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each Target, one hundred percent (100%) of the Vesting Dates. The number of Units that Award shall be eligible to vest on each Vest, or (iii) Maximum or greater, [●] of the Vesting Dates Award shall Vest; and (C) should Company achieve a TSR Performance level that falls between Threshold and Target or between Target and Maximum, the percentage of the Award that Vests will be equal based upon straight-line interpolation between such Performance Goals, rounded to the nearest whole share of Common Stock. For example, TSR Performance of 80% or 111% will result in 80% or 111%, respectively, of the Award Vesting. Within thirty (i30) days following the total number of Units that are determined to be eligible to vest based on the level of attainment last day of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting DatePeriod, the Committee shall determine the actual level of attainment achievement in respect of the Performance Goals; provided, however, that in Goals (the case date of Units intended to constitute Qualified Performance-Based Compensationsuch determination, the determination “Determination Date”) and shall calculate and approve the final number of PSUs for vesting. Any PSUs that are determined not to be earned by the Committee under an Award will be permanently and irrevocably forfeited as of the level of attainment of Performance Goals shall be certified in writing in accordance with Determination Date and Grantee will have no further rights to such unvested PSUs or the requirements of Code Section 162(m) by the related Dividend Equivalents. The Committee, which in its sole discretion, shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of make all determinations regarding the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensationincluding, but not limited to, the Committee may not increase the number extent of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentenceachievement, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such and any adjustments to the Performance Goals calculation of TSR of Company, a Peer Company or the Peer Group, as necessary or appropriate. Determinations made by the Committee in its sole will be final and binding on all parties and will be given the maximum discretion deems appropriatepermitted by law. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise The Restricted Stock Units have been credited to a bookkeeping account on behalf of the Participant. The Restricted Stock Units shall be earned in whole, in part, or not at all, as provided in this Agreement, herein. Following the Units granted under this Agreement shall vest and become payable in Shares as end of each of the Vesting Dates (specified fiscal year in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the a three-year performance period that commences on the Grant Date (such three-year period is referred to as “the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date), the Committee shall determine the actual Company’s achievement of the performance goals, described in more detail below, and shall certify such results in writing. Upon such certification, a portion of the Restricted Stock Units may become vested (the “Vesting Date,” as applicable), if the Company achieves a pre-determined level of attainment the performance goals and the Participant remains in service on the Vesting Date. Any Restricted Stock Units that fail to vest by the end of each year in the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing Period in accordance with the requirements terms of Code Section 162(m) this Agreement shall be forfeited and reconveyed to the Company without further consideration or any act or action by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m)Participant. On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, the performance goals shall be based on the Company’s annual return on average tangible common equity, as adjusted for merger-related expenses (“Subsidiary” shall mean any present or future AROATCE”), and the Company’s adjusted nonperforming assets as a percentage of total assets. The Company’s AROATCE performance must attain at least the “subsidiary corporationthreshold level” of the Company, as defined goal for the Restricted Stock Units to be eligible to vest in Section 424(f) a given year of the Code.Performance Period. If, for a particular year in the Performance Period, the Company’s level of attainment of the AROATCE goal falls below the threshold level, the Participant shall not vest in any Restricted Units in that year and shall forfeit 33.33% of the Restricted Units eligible for vesting in that year. If the Company’s level of attainment of the AROATCE goal set forth below falls between “threshold” to “target” and “target” to “maximum,” the Committee shall use straight line interpolation to determine the vested portion of the Restricted Stock Units for that year in the Performance Period. Any Restricted Stock Units that fail to vest at the end of the Performance Period shall be forfeited immediately and reconveyed to the Company without further consideration or any act or action by the Participant and the Participant shall have no further right or interest in the Restricted Stock Units. The “threshold,” “target,” and “maximum” for the Company’s AROATCE performance goal and the portion of the Restricted Stock Units eligible for vesting if the Company achieves such level are as follows:

Vesting. (a) Unless otherwise provided in this Agreement, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary (or one of the Company’s affiliates) from the Grant Date through each of the Vesting Dates. The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified of the level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the The Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined make such adjustments in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals (and to the method of determining the performance attainment level) as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) To the extent permissible under applicable local law, if the Participant commences working on a part-time basis, then the vesting schedule specified in Section 2(a) and on Schedule A may be adjusted by the Company in its sole discretion. (e) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) Section 3 are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each the latter of the Vesting Dates. The number of Units that shall be eligible to vest on each last day of the Vesting Dates shall be equal to (i) performance period or the total number of Units that are determined to be eligible to vest based on vesting date specified in the level of attainment of the Performance Goals in accordance with Section 2(b) hereofattached Schedule A, divided by (ii) the number of Vesting DatesSections 2 and 6. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting DatePeriod, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based 6574184-v16\GESDMS Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance GoalsGoal, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a)calculated. In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals Goal may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments adjustment to the Performance Goals Goal as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. The grant of the Restricted Stock is subject to the following terms and conditions: (a) Unless Except as otherwise provided in this Agreementset forth herein, the Units granted under this Agreement Restricted Stock shall vest and become payable in Shares as of each of the Vesting Dates be considered performance-based (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance GoalsPerformance-Based”) applicable and shall become eligible to become vested with respect to that number of shares of Performance-Based Restricted Stock subject to this Award Agreement that correlates to the performance objectives achieved for the two-year performance period beginning January 1, 2018 and ending December 31, 2019 (the “Performance Period”) (specified in set forth on the attached Schedule Exhibit A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals Committee in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Datesits sole discretion. (b) As soon The shares of Performance-Based Restricted Stock that are eligible to become vested based on the Committee’s determination of the performance objectives set forth on Exhibit A achieved for the Performance Period (as reasonably practicable described in Section 2(a) above) shall then become vested as to (i) fifty percent (50%) (rounded down to the nearest whole share) of the shares of Performance-Based Restricted Stock that are then eligible to become vested, as of such day after the completion of Performance Period ends (which shall be no later than March 15, 2020) on which the Committee certifies in writing the performance objectives achieved for the Performance Period and no later than the first Vesting Datenumber of shares of Performance-Based Restricted Stock that are then eligible to become vested and (ii) the remaining number of shares of Performance-Based Restricted Stock that are then eligible to become vested, as of December 31, 2020, subject to your continued employment with the Committee Company (or any Related Company) through the applicable vesting date. Notwithstanding the foregoing, none of the shares of Performance-Based Restricted Stock shall determine become eligible to become vested if the actual level of attainment performance objectives for the Performance Period set forth on Exhibit A are not achieved at or above the designated levels set forth therein. (c) Upon a Change in Control before the end of the Performance Goals; providedPeriod, however, that in the case shares of Units intended to constitute Qualified Performance-Based Compensation, the determination Restricted Stock subject to this Award Agreement shall become eligible to vest with respect to that number of the level shares of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, Performance-Based Restricted Stock that equals the number of Units shares of Performance-Based Restricted Stock that are eligible to vest on each of at the Vesting Dates shall be calculated as described in Section 2(a)one hundred percent (100%) target threshold. In the case event no provision is made for the continuance, assumption or substitution by the Company or its successor in connection with a Change in Control of Units that are intended to constitute Qualified the shares of Performance-Based CompensationRestricted Stock, then, contemporaneously with the Change in Control, the Committee may not increase the shares of Performance-Based Restricted Stock shall become vested with respect to that number of Units shares of Performance-Based Restricted Stock that may be are eligible to vest at the time of the Change in Control, to a number that is greater than the number of Units determined in accordance extent not vested previously, subject to your continued employment with the foregoing sentence, but it retains Company (or any Related Company) until the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level date of the Performance GoalsChange in Control. For Units that are intended to constitute Qualified If provision is made for the continuance, assumption or substitution by the Company or its successor in connection with the Change in Control of the shares of Performance-Based CompensationRestricted Stock, then the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements shares of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-Based CompensationRestricted Stock shall become vested, the Committee may make such adjustments to the Performance Goals as extent not vested previously, contemporaneously with the Committee termination of your employment with the Company (or any Related Company) if your employment is terminated by you for Good Reason or is terminated by the Company (or any Related Company) and such termination is not a Termination for Cause, in its sole discretion deems appropriate. (c) The Participant shall have no rights to each case on or after the Shares until the Units have vestedChange in Control. Prior to settlement, the Units represent an unfunded “Good Reason” and unsecured obligation of the Company. (d) For purposes of this Agreement, “SubsidiaryTermination for Cause” shall mean any present or future “subsidiary corporation” of the Company, as are defined in Section 424(f) 17 of the Codethis Award Agreement.