Common use of Vesting Clause in Contracts

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

Vesting. This (a) The Award LTIP Units shall vest in full become vested as of the close of business on the Vesting Date set forth above provided if (i) the Participant is Grantee remains continuously employed by a member the Company, or one of its Affiliates (including the Premier Group. Notwithstanding the foregoing: (aOperating Partnership) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since between the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to deathVesting Date, Disability or an Approved Retirement (as defined in Section 14 below) or and (ii) the termination performance criteria on Exhibit A have been satisfied. To the extent only a portion of the Participant’s employment with performance criteria are satisfied on the Premier Group Without Cause (as defined Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in Section 14 below) prior to a Change in Control; andthe Award LTIP Units. (b) In Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a member termination of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon connection with a Change in Control (as such term is defined in the Planany such severance or employment agreement). In addition, the Award shall vest upon a Change in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (orControl, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding not assumed, converted or replaced by the foregoingcontinuing entity, nothing in this all Award Agreement LTIP Units which are not vested shall be interpreted deemed to require have vested immediately prior to the Company to grant dividends such Change in Control based on the greater of (i) actual performance through the closing date, or dividend equivalents on any Shares or Award Shares(ii) the target (maximum) performance level.

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

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

Vesting. This Award (a) Subject to the Participant’s continued Employment with the Company, the Option shall vest in full and become exercisable with respect to 25% of the Shares initially covered by the Option on the Vesting first anniversary of the Date of Grant, and thereafter with respect to 1.562% of the Shares initially covered by the Option on the last day of each subsequent month. At any time, the portion of the Option which has become vested and exercisable as described above (or pursuant to Section 2(b) or 2(c) below) is hereinafter referred to as the “Vested Portion.” (i) If the Participant’s Employment with the Company is terminated due to death or Disability, (x) the Option shall, to the extent not then vested and exercisable become vested and exercisable with respect to 50% of the then unvested and unexercisable Shares, (y) the remaining Shares that are not then vested and exercisable shall be canceled by the Company without consideration, and (z) the Vested Portion of the Option shall remain exercisable for the period set forth above provided in Section 3(a). (ii) If the Participant Participant’s Employment with the Company is continuously employed terminated for any reason other than death or Disability, the Option shall, to the extent not then vested and exercisable, be canceled by a member the Company without consideration and the Vested Portion of the Premier Group. Option shall remain exercisable for the period set forth in Section 3(a). (c) Notwithstanding any other provisions of this Agreement to the foregoingcontrary: (ai) In in the event that of a Participant terminates employment due Change in Control, (x) the Option shall, to being a Good Leaver (as defined below)the extent not then vested and exercisable and not previously canceled, the Participant shall immediately vest in a portion become vested and exercisable with respect to 50% of the Award equal then unvested and unexercisable Shares as of immediately prior to the number Change in Control as contemplated by Section 9(b) of Award Shares granted times a fractionthe Plan, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (iiy) the Option shall, to the extent not then vested and exercisable and not previously canceled, become fully vested and exercisable upon a termination of the Participant’s employment Employment with the Premier Group Without Company without Cause (as defined in Section 14 below) prior to a or with Good Reason during the 12-month period following such Change in of Control; and (bii) In in the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan)an Exit Event, the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; providedOption shall, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or not then vested and exercisable and not previously canceled, become fully vested and exercisable as of immediately prior to the extent Exit Event as contemplated by Section 9(b) of the Award is a Performance Share AwardPlan. Further notwithstanding The Vested Portion of the foregoing, nothing Option shall remain exercisable for the period set forth in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesSection 3(a).

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

Vesting. This Award The Restricted Stock shall become vested as follows: 33.3% of the shares of Restricted Stock shall vest in full on [the first anniversary date of the Grant Date]; 33.3% of the shares of Restricted Stock shall vest on [the second anniversary date of the Grant Date]; and 33.4% of the shares of Restricted Stock shall vest on [the third anniversary date of the Grant Date] (each, a “Vesting Date set forth above Date”); provided that the Participant is Grantee remains continuously employed by a member (i) the Company, (ii) any direct or indirect parent of Springleaf Financial Holdings, LLC, (iii) any subsidiary of Springleaf Financial Holdings, LLC or (iv) any other entity controlled directly or indirectly by Springleaf Financial Holdings, LLC (as applicable, the “Employer”) through the applicable Vesting Date. Any notice period following the date on which the Grantee gave or received notice of termination of employment shall be disregarded for purposes of the Premier Groupvesting of the Restricted Stock, and vesting shall cease on the date such notice was given or received. Notwithstanding the foregoing: (a) In in the event of a termination by the Employer of the Grantee’s employment without Cause (except for such termination which follows Disability, and it being understood that relocation of no more than thirty (30) miles shall in no event be considered a Participant terminates employment due to being a Good Leaver (as defined belowtermination without Cause), the Participant shares of Restricted Stock scheduled to vest on the next Vesting Date following such termination of employment shall immediately vest on the date of such termination of employment; provided, however, that all such shares of Restricted Stock shall be forfeited unless the Grantee (A) executes and delivers to the Company (and does not revoke) a separation and release agreement in a portion form satisfactory to the Company (a “Separation Agreement”) within sixty (60) days following such termination and continues to comply with the Separation Agreement and (B) acknowledges that the remainder of the Award equal to the number shares of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in ControlRestricted Stock shall be forfeited; and (b) In in the event a member of the Premier Group (death or a successor) terminates Disability of the Participant’s employment Without Cause or Grantee, all of the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award then unvested shares of Restricted Stock shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to as of the dividends the Participant would have received if the Participant had been the owner date of a number of Shares equal to the number of Award Sharessuch death or Disability; provided, however, that no amount all such shares of Restricted Stock shall be credited with respect to Shares forfeited unless that have been delivered the Grantee (or the Grantee’s representative or estate, as applicable) executes and delivers to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms Company (and conditions as the Award Shares, and shall vest does not revoke) a Separation Agreement (or, if applicable, be forfeited) at in the same time as event the Award Shares. Notwithstanding Restricted Stock vests upon the foregoing, vesting Disability of the Award (and any dividend equivalents) shall be prohibited Grantee, a release of claims in a form satisfactory to the extent that it would violate Company) within sixty (60) days following the date of the Grantee’s death or Disability, as applicable law and continues to comply with the Separation Agreement or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoingrelease of claims, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesas applicable.

Vesting. This Award shall vest in full The restrictions on the Vesting Date transfer set forth above provided in Section 2(b) hereof shall lapse as follows, subject to the continued employment of Participant is by the Company: Provided a Participant remains continuously employed by a member the Company until the consummation of an Initial Public Offering, 25% of the Premier GroupRestricted Securities shall be vested as of the Date of Grant. In addition, provided, the Participant has remained continuously employed by the Company, or, following the consummation of the Brookdale Senior Living Transaction, any successor to the Company, as of each such date, 25% of the remaining 75% of the Restricted Securities shall vest at the end of the third, fourth and fifth years following the Date of Grant; provided that, upon the occurrence of a Change in Control, 100% of the Restricted Securities that are not vested at that time shall immediately vest. Upon any termination of the Participant's employment with the Company prior to the occurrence of an Initial Public Offering, any Restricted Securities pursuant to this Restricted Securities Agreement shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company on a pro-rata basis without consideration of any kind and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Securities. From and following the occurrence of an Initial Public Offering, upon termination of the Participant's employment with the Company other than termination by the Company (or any successor) without Cause or by the Participant for Good Reason, any Restricted Securities as to which the restrictions on transferability described in this Section shall not already have lapsed shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Securities. Notwithstanding the foregoing: , if the Participant's employment is terminated by the Company (aor its successor) In without Cause or by the event that a Participant terminates employment due to being a for Good Leaver (as defined below)Reason, then the Participant shall immediately vest in a portion the percentage of Restricted Securities that would have vested on the anniversary of the Award equal to Date of Grant next following the number date of Award Shares granted times a fractionsuch termination, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicablethat percentage is zero, be forfeited) at then the same time as percentage of Restricted Securities that would have vested on the Award Shares. Notwithstanding the foregoing, vesting anniversary of the Award (and any dividend equivalents) shall be prohibited to Date of Grant following the extent that it would violate applicable law or to date of such termination for which the extent the Award vesting percentage is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesgreater than zero.

Vesting. This Award One-sixth of the Performance Awards shall vest in full on the Vesting Effective Date set forth above provided the Participant is and on each of December 31, 2020, December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024, in each case, so long as Executive remains continuously employed by the Company from the Effective Date through each such vesting date. Upon a member termination of Executive’s employment with the Company by the Company for Cause, Executive will forfeit without consideration all vested (but unpaid) and unvested portions of the Premier Group. Notwithstanding Performance Awards and all rights arising from the foregoing: (a) In the event that a Participant terminates employment due to Performance Awards and from being a holder thereof. Upon a termination of Executive’s employment with the Company by the Company without Cause or as a result of a Resignation for Good Leaver Reason prior to December 31, 2024, (i) if such termination is on or within 12 months following a Change of Control (as defined below), the Participant shall immediately vest in a any unvested portion of the Award equal Performance Awards shall become fully vested; (ii) if such termination is prior to a Change of Control or more than 12 months following a Change of Control, one-sixth of the Performance Awards shall become fully vested; (iii) after giving effect to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of foregoing clauses (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or and (ii), Executive will forfeit without consideration all remaining unvested portions of the Performance Awards and all rights arising from such unvested portions of the Performance Awards and from being a holder thereof; and (iv) Executive will retain all vested portions of the Performance Awards subject to the terms and conditions set forth herein and in the applicable award documentation. The accelerated vesting described in this paragraph shall be subject to Executive’s timely execution (and non-revocation in any time provided to do so) of a release of claims in a form reasonably satisfactory to the Company. For the avoidance of doubt, upon a termination of the ParticipantExecutive’s employment with the Premier Group Without Cause (Company as defined in Section 14 below) prior to a Change in Control; and (b) In the event result of Executive’s resignation other than a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment Resignation for Good Reason or Executive’s death or disability, Executive will (as defined in Section 14 belowi) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (forfeit without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as consideration all unvested portions of the applicable record date. Dividend equivalents shall be Performance Awards and all rights arising from such unvested portions of the Performance Awards and from being a holder thereof and (ii) retain all vested portions of the Performance Awards subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesset forth herein.

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

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

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

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

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In If the event that a Participant terminates employment due to being a Good Leaver Employee remains continuously employed (including during the continuance of any leave of absence as defined below)approved by the Company or an Affiliate) by the Company or an Affiliate, then the Participant shall immediately Restricted Shares will vest in a portion the numbers and on the dates specified in the Vesting Schedule at the beginning of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; andthis Agreement. (b) In If the event a member Employee’s employment by the Company or an Affiliate terminates because of the Premier Group (Employee’s death or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control long-term disability (as defined in the PlanCompany’s long-term disability plan, a “Disability”), then the Award shall unvested Restricted Shares will immediately vest in full. The Participant shall be credited with . (c) If the Employee’s employment by the Company or an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner Affiliate terminates as a result of a number of Shares equal to Severance Event (as defined in the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to Company’s Severance Plan and as determined in the Participant as sole discretion of the applicable record dateCompany), then the unvested Restricted Shares will, as determined by the Committee and set forth in writing in a severance agreement, continue to vest in the numbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement, so long as the * Unless the context indicates otherwise, terms that are not defined in this Agreement shall have the meaning set forth in the Plan. Dividend equivalents shall be subject to Employee complies with the same terms and conditions of the Severance Plan and the applicable severance agreement, including execution of a general release of all claims against the Company and any designated Affiliates and their respective agents, on a form provided by the Company for this purpose and within the timeframe designated by the Company, that becomes effective and enforceable. (d) If the Employee’s employment with the Company or an Affiliate terminates for any reason other than for Cause (as defined below) or due to the Award SharesEmployee’s death, Disability or as a result of a Severance Event (as set forth in paragraphs 2(b)-(c), above), then the Restricted Shares shall cease vesting and be forfeited in accordance with Section 4 of this Agreement, unless, at or around the time of such termination, the Employee voluntarily elects to sign a Post-Termination Agreement with the Company, and shall vest (or, if applicable, be forfeited) at thereafter complies with the same time as Employee’s obligations under such agreement including the Award Sharesobligation to refrain from engaging in any Post-Termination Restricted Activities. Notwithstanding the foregoing, vesting “Post-Termination Restricted Activities” include each of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.following:

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

Vesting. This (a) The Award LTIP Units shall vest in full become vested as of the close of business on the Vesting Date or Dates specified in the schedule set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below)above, the Participant shall immediately vest in a portion of the Award equal subject to the number terms and conditions of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date this Agreement and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating LP Agreement and subject to the Grantee’s continuous employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; andCompany through each applicable Vesting Date. (b) In Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a member termination of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon connection with a Change in Control (as such term is defined in the Planany such severance or employment agreement). In addition, the Award shall vest upon a Change in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (orControl, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding not assumed, converted or replaced by the foregoingcontinuing entity, nothing in this all Award Agreement LTIP Units which are not vested shall be interpreted deemed to require have vested immediately prior to the Company to grant dividends or dividend equivalents on any Shares or Award Sharessuch Change in Control.

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

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In The Performance Share Units (if any) that are earned pursuant to this Award Agreement shall become vested and nonforfeitable provided that the event that a Participant terminates Grantee remains in the continuous employment due to being a Good Leaver or other service of the Company and its Subsidiaries through the date on which payment of the Performance Share Units is made, except as otherwise provided herein. (as defined belowb) Notwithstanding Section 4(a), if the Participant shall immediately vest in Grantee’s continuous employment or other service with the Company and its Subsidiaries terminates prior to the payment of the Performance Share Units as a result of the Grantee’s death, a pro rata portion of the Award equal to Performance Shares shall become vested, determined by multiplying the target number of Award Performance Shares granted times by a fraction, the numerator of which is the number of days of active continuous employment or other service elapsed since completed by the Grantee after the Grant Date and the denominator of which is 1,095. A Participant 1096. (c) Notwithstanding Section 4(a), if the Grantee’s continuous employment or other service with the Company and its Subsidiaries terminates prior to the payment of the Performance Share Units as a result of the Grantee’s Disability or Retirement (defined as the Grantee’s voluntary termination of employment with the consent of the Administrator (or the Administrator’s delegate) at or after age 60 with at least five years of service with the Company and its Subsidiaries), a pro rata portion of the Performance Share Units shall become vested, determined by multiplying the number of Performance Share Units that would have been earned pursuant to Section 2 and Section 3 hereof, based upon actual achievement of the applicable Performance Goals if the Grantee had remained in the continuous employment or other service of the Company and its Subsidiaries through the last day of the Performance Period, by a fraction, the numerator of which is the number of days of continuous employment or other service completed by the Grantee after the Grant Date and the denominator of which is 1096. (d) In the event of a “Good Leaver” on account Change in Control prior to the payment of the Performance Share Units: (i) terminating If the Performance Share Units are honored, assumed or substituted in the form of an Alternative Award, and the Grantee’s continuous employment or other service with the Premier Group due Company and its Subsidiaries is terminated after the Change in Control and prior to deaththe payment of the Performance Share Units (A) by the Company or a Subsidiary without Cause, Disability or an Approved Retirement (as defined in Section 14 below) or (iiB) if the Grantee is covered by a severance plan, employment agreement or offer letter with the Company or a Subsidiary that provides for severance benefits in the event of a termination by the Grantee for Good Reason, by the Grantee for Good Reason, then the Performance Share Units, to the extent not previously vested or forfeited, will vest, without pro ration and effective upon such termination of the ParticipantGrantee’s employment with the Premier Group Without Cause Company and its Subsidiaries, as follows: (as defined in Section 14 belowx) with respect to any Performance Period completed prior to a the date of such termination of employment, the number of Performance Share Units earned pursuant to Section 2 and Section 3 hereof, shall be based upon actual achievement of the applicable Performance Goals with respect to such Performance Period, and (y) with respect to any Performance Period not completed prior to the date of such termination of employment, the number of Performance Share Units earned pursuant to Section 2 and Section 3 hereof shall be determined as though the Performance Goals were satisfied at the target level of performance. (ii) If the Performance Share Units are not honored, assumed or substituted in the form of an Alternative Award, then the target number of Performance Share Units will vest in full, without pro ration, effective upon such Change in Control; and. (be) In For purposes of this Section 4, the event a member continuous employment or other service of the Premier Group (or a successor) terminates Grantee with the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award Company and its Subsidiaries shall vest in full. The Participant shall not be credited with an amount in cash (without interest) equal deemed to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered interrupted, and the Grantee shall not be deemed to the Participant as have ceased to be an Employee of the applicable record date. Dividend equivalents shall be subject to the same terms Company and conditions as the Award Sharesits Subsidiaries, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting by reason of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law transfer of his or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require her employment or other service among the Company to grant dividends or dividend equivalents on any Shares or Award Sharesand its Subsidiaries.

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

Vesting. This Award (a) So long as the Employee remains continuously employed (including during the continuance of any leave of absence as approved by the Company or an Affiliate) by the Company or an Affiliate, then the Restricted Mutual Fund Shares shall vest in full the numbers and on the dates specified in the Vesting Date set forth above Schedule at the beginning of this Agreement. Except as otherwise provided herein, if and when the Participant is continuously employed Employee’s employment with the Company or an Affiliate terminates, whether by a member the Employee or by the Company (or an Affiliate), voluntarily or involuntarily, for any reason, then the Restricted Mutual Fund Shares shall cease vesting and the shares not vested as of the Premier Group. Notwithstanding the foregoing:termination date shall be cancelled. (ab) In If the event that Employee’s employment by the Company and all its Affiliates terminates because of the Employee’s death or long-term disability (a Participant terminates employment due to being a Good Leaver (“Disability” as defined belowin the Company’s long-term disability plan), then the Participant unvested Restricted Mutual Fund Shares shall immediately vest in the Employee in full. (c) If the Employee’s employment by the Company and all its Affiliates is involuntarily terminated as a portion result of a Company-determined severance event (i.e., an event specifically designated as a severance event by the Award equal Company in a written notice to the number Employee that he or she is eligible for severance benefits under the Company’s Severance Plan, as may be amended from time to time), then the unvested Restricted Mutual Fund Shares shall, as set forth in writing in a severance agreement, vest in full upon the expiration of Award Shares granted times a fractionthirty-day period commencing upon the Employee’s execution of a general release of all claims against the Company, on a form provided by the numerator of which is Company for this purpose and within the number of days of active service elapsed since timeframe designated by the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of Company; provided that, no such vesting shall occur unless (i) terminating employment with the Premier Group due to deathEmployee has not revoked the general release and it remains effective and enforceable upon expiration of the thirty-day period following its execution, Disability or an Approved Retirement (as defined in Section 14 below) or and (ii) the termination Employee has complied with the terms and conditions of the ParticipantSeverance Plan and the applicable severance agreement. (d) If the Employee’s employment with the Premier Group Without Company and all its Affiliates terminates for any reason other than for Cause (as defined in Section 14 4(b) below), the Employee’s death or Disability (as set forth in Section 2(b) prior to a Change in Control; and (b) In the event a member of the Premier Group (above), or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason Severance Event (as set forth in Section 2(c) above), then the Restricted Mutual Fund Shares shall cease vesting and be cancelled, unless, at or around the time of such termination, the Employee is offered by the Company, and voluntarily elects to sign, a Post-Termination Agreement with the Company. If the Employee signs a Post-Termination Agreement, and thereafter elects to comply with the Employee’s obligations under such Post-Termination Agreement, including the obligation to refrain from engaging in any Post-Termination Restricted Activities for the 1 Unless the context indicates otherwise, capitalized terms that are not defined in Section 14 below) within this Agreement have the twelve month period commencing upon a Change in Control (as defined meanings set forth in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.

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

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In The Restricted Stock Units shall vest, and the event right to receive shares of Common Stock pursuant to the Restricted Stock Units shall be based upon the achievement by the Company of the performance criteria as set forth on Exhibit A (“Performance Criteria”), provided that a Participant terminates employment due the Grantee shall have provided Continuous Service to being a Good Leaver the Company through March 31, 2016. Within 30 business days following the date of the Committee’s final determination of the achievement of the Performance Criteria, the Company shall deliver to the Grantee one share for each Restricted Stock Unit in which Grantee becomes entitled as described herein and such Restricted Stock Unit shall terminate. Except as expressly set forth herein, no additional Restricted Stock Units shall vest after the date of termination of Grantee’s “Continuous Service” (as defined below). (b) As used herein, the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a term “Good LeaverContinuous Service” on account of means (i) terminating employment with by either the Premier Group due to deathCompany or any parent or subsidiary corporation of the Company, Disability or an Approved Retirement (as defined by any successor entity following a Change in Section 14 below) Control, which is uninterrupted except for vacations, illness, or leaves of absence which are approved in writing by the Company or any of such other employer corporations, if applicable, or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (service as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group Board of Directors of the Company until Xxxxxxx resigns, is removed from office, or Grantee’s term of office expires and he or she is not reelected, (iii) or so long as engaged as a Consultant or other Service Provider. The Grantee’s Continuous Service shall not terminate merely because of a change in the capacity in which the Grantee renders service to the Company or a successorcorporation or subsidiary corporation described in clause (i) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon above. For example, a Change in Control (as defined change in the Plan), the Award shall vest in full. The Participant shall be credited with Grantee’s status from an amount in cash (without interest) equal employee to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as Non-Employee Director will not constitute an interruption of the applicable record date. Dividend equivalents shall be subject to Grantee’s Continuous Service, provided there is no interruption in the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award SharesGrantee’s performance of such services. Notwithstanding the foregoing, vesting for any employee of a subsidiary of the Award (and any dividend equivalents) Company located outside the United States, such employee’s Continuous Service shall be prohibited deemed terminated upon the commencement of such employee’s “garden leave period,” “notice period,” or other similar period where such employee is being compensated by such subsidiary but not actively providing service to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharessuch subsidiary.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that The Units will vest, if at all, in accordance with Schedule A, attached hereto and made a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion part of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; andthis Agreement. (b) In the event a member of Recipient's employment with the Premier Group Corporation (or a successorSubsidiary or Affiliate thereof) is terminated prior to the end of the three year measurement period set forth in Schedule A (the "Measurement Period") due to the Recipient's death, Disability, Retirement or termination not for Cause (each an "Early Termination") the Award will vest, if at all, on a prorata basis and will be paid to the Employee (or, in the event of the Employee's death, the Employee's designated beneficiary for purposes of the Award, or in the absence of an effective beneficiary designation, the Employee's estate). The prorata shares will be a percentage where the denominator is 36 and the numerator is the number of months from January 1, 2003 through the month of Early Termination, inclusive. The Award will be paid to the Recipient at or around the same time as payments are made to then current employees who have been granted Units under the 2003 Unit Plan. (c) In the event Recipient's employment with the Corporation (or any Subsidiary or Affiliate thereof) is terminated for Cause, or if the Recipient terminates his/her employment with the Participant’s employment Without Cause Corporation (or any Subsidiary or Affiliate thereof), each occurring prior to the Participant terminates his employment for Good Reason payment contemplated by this Agreement, the Award shall be forfeited in its entirety. (as defined d) If prior to the payment contemplated by this Agreement, the Recipient becomes an employee of a Subsidiary that is not wholly owned, directly or indirectly, by the Corporation, or if the Recipient begins a leave of absence without reinstatement rights, then in Section 14 beloweach case the Award shall be forfeited in its entirety. (e) within In the twelve month period commencing upon event of a Change in Control (as defined or Potential Change in Control of the Plan)Corporation, the Award shall vest in full. The Participant shall be credited accordance with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided2003 Unit Plan, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesits successor.

Vesting. This Award The Restricted Shares shall vest become vested, as and to the extent indicated below, only if and to the extent the Service Condition is satisfied. The Service Condition is satisfied only if the Employee provides Continuous Service to the Company and/or any affiliate for the period beginning with the Grant Date through the date described in full on the following Vesting Schedule: The Employee shall be determined to have provided “Continuous Service” through the date specified in the Vesting Date set forth Schedule above provided if the Participant is continuously employed by a member Employee continues in the employ of the Premier GroupCompany and/or any affiliate without experiencing a Termination of Employment, regardless of the reason. Notwithstanding the foregoing, the Service Condition will be deemed satisfied as to all or a portion of the Restricted Shares, as indicated below, if the Employee provides Continuous Service to the Company and/or any affiliate following the Grant Date through the date of any of the earlier events listed below: (a) (i) In the event that a Participant terminates employment of the Employee’s Termination of Employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to Disability or death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination upon attainment of age sixty (60) or satisfaction of the Participant’s employment with Rule of 90 if eligible for such retirement under the Premier Group Without Cause (as defined in Section 14 below) prior Ruby Tuesday, Inc. Executive Supplemental Pension Plan, all of the Restricted Shares shall be deemed to a Change in Control; andhave satisfied the Service Condition upon such Termination of Employment. (b) In the event a member of the Premier Group Employee’s Termination of Employment, other than for Cause, on or after attaining age fifty-five (55), a portion of the Restricted Shares shall be deemed to have satisfied the Service Condition, such portion being equal to the total number of Restricted Shares multiplied by the number of the Employee’s completed months of employment with the Company or a successoran affiliate from the Grant Date through the effective date of the Termination of employment with the product divided by thirty (30), shall be deemed to have satisfied the Service Condition. (c) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon Upon a Change in Control (as defined in Control, all of the Plan)Restricted Shares shall be deemed to have satisfied the Service Condition. The Restricted Shares which have satisfied, or are deemed to have satisfied, the Award shall vest Service Condition are herein referred to as the “Vested Shares.” Any portion of the Restricted Shares which have not become Vested Shares in full. The Participant accordance with this Paragraph C before or at the time of Employee’s Termination of Employment shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.

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

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

Vesting. This Award 3.1 Except as otherwise provided in this Agreement, provided that the Participant has not incurred a Termination of Service prior to the end of the Performance Period set forth on Exhibit A (attached hereto), and further provided that any additional conditions and performance goals set forth in Exhibit A have been satisfied, the OP Profits Units will vest and no longer be subject to any restrictions. Once vested, the OP Profits Units become “Vested OP Profits Units.” Any OP Profits Units that do not become Vested OP Profits Units shall be automatically forfeited. 3.2 Except as provided in Sections 3.3, 3.4 and 3.5 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant's Termination of Service for any reason at any time before all of his or her OP Profits Units have vested, the Participant's unvested OP Profits Units shall be automatically forfeited and none of the Company, any Subsidiary or the Partnership shall have any further obligations to the Participant under this Agreement. 3.3 If the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Participant’s written employment agreement with the Company), a pro-rated portion of the OP Profits Units shall remain outstanding and eligible to vest in full based on actual performance through the last day of the Performance Period, based on the Vesting Date set forth above number of days during the Performance Period that the Participant was employed, provided the Participant is continuously employed continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement (including the restrictions set forth herein, if applicable) with the Company or any of its Subsidiaries. Upon the breach by a member the Participant of the Premier Group. Notwithstanding terms of any such agreement, the foregoing:OP Profits Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligation to the Participant under this Agreement. (a) In 3.4 If the event that Participant’s Termination of Service occurs as a Participant terminates employment due to being a Good Leaver result of Retirement (as defined below), the Participant shall immediately vest in a pro-rated portion of the Award equal OP Profits Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement (including the restrictions set forth herein, if applicable) with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the OP Profits Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the number of Award Shares granted times a fractionParticipant under this Agreement. 3.5 If, within the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of twenty-four (i24) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to month period following a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates , the Participant’s employment Without Termination of Service occurs as a result of a Termination of Service by the Company without Cause or by the Participant terminates his employment for Good Reason (as such term is defined in the Participant’s written employment agreement with the Company), the OP Profits Units shall immediately become vested based on: Target Performance. 3.6 For purposes of this Section 14 below3, “Retirement” with respect to a Participant means his or her election to effect a Termination of Service in connection with such person’s retirement from continued employment and the Participant either (a) within has attained the twelve month period commencing upon age of 65 or (b) has attained the age of 55 and has ten full years of service with the Company, in each case, provided that no facts, circumstances or events exist which would give the Company a Change in Control basis to effect a Termination of Service for Cause. 3.7 If the Participant’s Termination of Service occurs as a result of Participant’s death or Disability (as defined in the Planbelow), a pro-rated portion of the Award Restricted Stock Units shall vest in full. The Participant shall be credited with an amount in cash immediately become vested at Target Performance Level (without interest) equal to regardless of the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to Company’s performance), based on the number of Award Shares; days during the Performance Period that the Participant was employed with the Company, as applicable, provided the Participant (or Participant’s estate, if applicable) executes and delivers a general release of claims in favor of the Company in a form satisfactory to the Company and such release becomes effective and non-revocable prior to the 90th day following the Participant’s Termination of Service date. For purposes of this paragraph only, “Disability” shall have the meaning given such term by Section 409A of Code, which generally provides that “Disability” of a Participant means either (a) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering the employees of the Company, provided, however, that no amount nothing contained herein shall be credited with respect to Shares that have been delivered to the Participant construed as permitting a violation of the applicable record date. Dividend equivalents shall be subject to Americans with Disabilities Act or similar law prohibiting discrimination on the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting basis of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesdisability.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In Subject to all of the event that a Participant terminates employment due to being a Good Leaver (as defined below)terms and conditions of all subsections of this Section 3, the Participant Restricted Stock shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” become Vested Restricted Stock as follows: 10,000 shares shall become Vested Restricted Stock based on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; andContinuous Service through January 9, 2028. (b) In the event a member of the Premier Group (or a successor) terminates that the Participant’s employment Without is terminated as a result of death or Disability, the Participant shall vest in the Restricted Stock with such vesting occurring as of the day before the termination of employment and no portion of the Restricted Stock shall be Unvested Restricted Stock. (c) In the event the Participant’s employment terminates as a result of his/her retirement as approved by the Board of Directors of the Company, the Participant shall vest in the Restricted Stock with such vesting occurring as of the day before the termination of employment and no portion of the Restricted Stock shall be Unvested Restricted Stock. (d) In the event the Participant’s employment is terminated by the Company without Cause or if the Participant terminates his his/her employment for with Good Reason Reason, the Participant shall vest in the Restricted Stock with such vesting occurring as of the day before the termination of employment and no portion of the Restricted Stock shall be Unvested Restricted Stock. (as defined in Section 14 belowe) within In the twelve month period commencing upon event there is a Change in Control (Control, as defined in the Performance Plan), then the Award Participant shall vest in full. The Participant shall be credited with an amount the Restricted Stock as of the effective date of any such Change in cash Control. (without interestf) equal to In the dividends event the Participant would have received Participant’s employment is terminated for Cause or if the Participant had been terminates his/her employment without Good Reason, all Unvested Restricted Stock shall immediately and without notice be forfeited and the owner of a number of Shares equal to the number of Award Shares; provided, however, that Participant shall have no amount shall be credited rights with respect to Shares that have been delivered to the Participant such Unvested Restricted Stock. (g) Except as is provided in Section 9 of the applicable record date. Dividend equivalents shall be subject Performance Plan, any adjustment to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting an award of Restricted Stock pursuant to Section 9 of the Award (and any dividend equivalents) Performance Plan shall be prohibited not change the ratio of Unvested Restricted Stock to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesVested Restricted Stock.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In So long as the event that a Participant terminates employment due to being a Good Leaver Employee remains continuously employed (including during the continuance of any leave of absence as defined below)approved by the Company or an Affiliate) by the Company or an Affiliate, then the Participant shall immediately Restricted Shares will vest in a portion the numbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement. Except as otherwise provided herein, if and when the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating Employee’s employment with the Premier Group due to death, Disability Company or an Approved Retirement Affiliate terminates, whether by the Employee or by the Company (or an Affiliate), voluntarily or involuntarily, for any reason, then the Restricted Shares shall cease vesting and the shares not vested as of the termination date shall be cancelled and returned to the Plan in accordance with Section 4 of this Agreement. (b) If the Employee’s employment by the Company or an Affiliate terminates because of the Employee’s death or long-term disability (as defined in Section 14 belowthe Company’s long-term disability plan, a “Disability”), then the unvested Restricted Shares will immediately vest in full. (c) If the Employee’s employment by the Company or an Affiliate terminates as a result of a Severance Event (ii) as defined in the termination Company’s Severance Plan, as may be amended from time to time, and as determined in the sole discretion of the ParticipantCompany), then the unvested Restricted Shares will, as set forth in writing in a severance agreement, continue to vest in the numbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement, so long as the Employee complies with the terms and conditions of the Severance Plan and the applicable severance agreement, including execution of a general release of all claims against the Company and any designated Affiliates and their respective agents, on a form provided by the Company for this purpose and within the timeframe designated by the Company, that becomes effective and enforceable. (d) If the Employee’s employment with the Premier Group Without Company or an Affiliate terminates for any reason other than for Cause (as defined in Section 14 4(b) below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award Employee’s death or Disability (as set forth in Section 2(b) above), or a Severance Event (as set forth in Section 2(c) above), then the Restricted Shares shall vest in full. The Participant shall cease vesting and be credited with an amount in cash (without interest) equal cancelled and returned to the dividends Plan in accordance with Section 4 of this Agreement, unless, at or around the Participant would have received if time of such termination, the Participant had been Employee voluntarily elects to sign a Post-Termination Agreement with the owner of a number of Shares equal to Company. If the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.Employee

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

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

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

Vesting. This Award Unless the Participant has engaged in an Act of Forfeiture as defined in paragraph 9 below, the Units shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoingas follows: (a) The Units shall vest with respect to twenty-five percent (25%) of the total number of Units subject to this Award on the first, second and third anniversaries of the date of grant and with respect to the remaining Units, on the fourth anniversary of the date of grant. (b) The Units will vest only while the Participant remains employed with the Company or its Subsidiaries or is a member of the Board. The Units will cease to vest upon the Participant’s Separation from Service as defined in paragraph 5( d). (c) One hundred percent (100%) of the Units will vest in the event of Participant’s death or Disability. (d) One hundred percent (100%) of the Units will vest in the event of an involuntary termination without cause or voluntary termination for good reason following a Change in Control as defined in paragraph 5(c). (i) To the extent that the Participant has a written employment agreement with the Company, “Cause” for purposes of this Plan means the same as under such employment agreement. If, at the time of termination, the Participant does not have a written employment agreement with the Company, “Cause” for purposes of this Plan means any one of the following events, as determined by the Company in its sole discretion: (1) Your willful and/or repeated failure or refusal to perform or observe your duties, responsibilities and obligations to Company; (2) Any breach of your duty of loyalty or fiduciary duties to Company; (3) Use of alcohol or other drugs in a manner which affects the performance of your duties, responsibilities and obligations to the Company; (4) Conviction or a plea of nolo contendere for a felony or of any crime involving theft, misrepresentation, fraud, or moral turpitude; or (5) Commission by you of any other willful or intentional act which could reasonably be expected to injure the reputation, business or business relationships of you, and/or a Lifetouch Company. (ii) Good reason is defined as the event of a material diminishment by the Company of the Executive’s rights hereunder, including a reduction in base salary, a material reduction in fringe benefits (except as such shall apply generally to all of the Company’s senior management), a relocation of the Executive’s principal place of business by more than 50 miles, or another material breach of this Agreement by the Company. (e) In the event that a Participant terminates employment due to being a Good Leaver (of Retirement as defined belowin paragraph 5(b), the Participant shall immediately vest in a portion percentage of the Award equal to Units that will be considered vested will be calculated as follows: the total number of Award Shares Units granted times in paragraph 1 above multiplied by a fraction, the numerator of which is the number of days full months of active service elapsed since participation by the Grant Date Participant from July 1 of the year the units were granted to the Retirement date and the denominator of which is 1,095forty-eight (48). A Participant This paragraph 3(d) is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination instead of the Participant’s employment with the Premier Group Without Cause (as defined vesting rule under paragraph 3(a) above, not in Section 14 below) prior addition to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesit.

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

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

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In So long as the event that a Participant terminates employment due to being a Good Leaver Employee remains continuously employed (including during the continuance of any leave of absence as defined below)approved by the Company or an Affiliate) by the Company or an Affiliate, then the Participant shall immediately Restricted Shares will vest in a portion the numbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement. Except as otherwise provided herein, if and when the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating Employee’s employment with the Premier Group due to death, Disability Company or an Approved Retirement Affiliate terminates, whether by the Employee or by the Company (or an Affiliate), voluntarily or involuntarily, for any reason, then the Restricted Shares shall cease vesting and the shares not vested as of the termination date shall be cancelled and returned to the Plan in accordance with Section 4 of this Agreement. (b) If the Employee’s employment by the Company or an Affiliate terminates because of the Employee’s death or long-term disability (as defined in Section 14 belowthe Company’s long-term disability plan, a “Disability”), then the unvested Restricted Shares will immediately vest in full. * Unless the context indicates otherwise, capitalized terms that are not defined in this Agreement have the meanings set forth in the Plan. (c) If the Employee’s employment by the Company or an Affiliate terminates as a result of a Severance Event (ii) as defined in the termination Company’s Severance Plan, as may be amended from time to time, and as determined in the sole discretion of the ParticipantCompany), then the unvested Restricted Shares will, as set forth in writing in a severance agreement, continue to vest in the numbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement, so long as the Employee complies with the terms and conditions of the Severance Plan and the applicable severance agreement, including execution of a general release of all claims against the Company and any designated Affiliates and their respective agents, on a form provided by the Company for this purpose and within the timeframe designated by the Company, that becomes effective and enforceable. (d) If the Employee’s employment with the Premier Group Without Company or an Affiliate terminates for any reason other than for Cause (as defined in Section 14 4(b) below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award Employee’s death or Disability (as set forth in Section 2(b) above), or a Severance Event (as set forth in Section 2(c) above), then the Restricted Shares shall cease vesting and be cancelled and returned to the Plan in accordance with Section 4 of this Agreement, unless, at or around the time of such termination, the Employee voluntarily elects to sign a Post-Termination Agreement with the Company. If the Employee signs a Post-Termination Agreement, and thereafter elects to comply with the Employee’s obligations under such Post-Termination Agreement, including the obligation to refrain from engaging in any Post-Termination Restricted Activities, the Restricted Shares shall not cease to vest and shall not be cancelled and returned to the Plan in accordance with Section 4 below but rather, as set forth in the Post-Termination Agreement, shall continue to vest in fullthe numbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement for so long as the Employee elects to continuously refrain from engaging in any Post-Termination Restricted Activities. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as “Post-Termination Restricted Activities” include each of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.following:

Vesting. This Award shall vest in full on the Vesting Date (a) The Option vests and becomes exercisable as set forth above provided and in accordance with Sections 2(b), 2(c) and 2(d) below (each such date, a “Vesting Date” and the Participant portion of the Option that is continuously vested and exercisable following each such Vesting Date, the “Vested Option”), subject in all cases to applicable law and Company policy. The Vested Option remains exercisable for its full Term as set forth above. (b) The vesting of each installment of the Option is, in all cases, subject to the Optionee continuing to be employed by the Company (or an Affiliate or Parent, if applicable) and, subject to Sections 2(c) and (d), unvested Options shall be forfeited upon a member termination of the Premier Group. Notwithstanding the foregoing: (a) In employment; provided, that such Options shall not be forfeited in the event that Section 2(d) may cause such Options to become Vested Options until such time as the vesting provided in Section 2(d) may no longer occur. The entire Option will become a Participant terminates Vested Option as of the date of the Optionee’s death or Disability, if such events occur prior to the applicable Vesting Dates. (c) In addition to the accelerated vesting that may occur in connection with a Change in Control pursuant to Section 6(g) of the Plan, in the event the Optionee’s employment with the Company or its Affiliates or Parent will terminate as a result of the Optionee being employed with a Subsidiary of the Company that is intended to be transferred to an unaffiliated person, and as a result such Subsidiary will cease to be a part or Affiliate of the Company or its Parent, and such unaffiliated person or its affiliates does not agree to assume in writing, on substantially the same terms, the Option and the obligations hereunder, the entire Option shall become a Vested Option as of immediately prior to the date such transfer is consummated and otherwise treated in accordance with the Agreement, the Plan and Section 409A of the Code. (d) For purposes of applying Section 6(g) of the Plan to this Agreement, an Optionee’s employment will be deemed to have been terminated “in connection with” a Change in Control if such termination occurs during the three (3) month period prior to the Change in Control Date or during the twenty-four (24) month period beginning on the Change in Control Date. If the termination occurs during the three (3) month period prior to the Change in Control Date and vesting occurs due to being a Good Leaver (as defined below)the application of Section 6(g) of the Plan, the Participant Change in Control Date shall immediately vest be a Vesting Date. “Change in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which Control Date” is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of defined as (i) terminating employment with the Premier Group due to deathdate on which the event described in Sections 2(g)(i)-(iv) of the Plan is consummated, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination date on which the liquidation or dissolution described in Section 2(g)(v) of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in fullPlan commences. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.Version Nov 2019

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In If the event that a Participant Employee remains continuously employed (including during the continuance of any leave of absence approved by the Company or an Affiliate) by the Company or an Affiliate, then the Restricted Shares will vest in the numbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement. (b) If the Employee’s employment by the Company or an Affiliate terminates because of the Employee’s death (or if the Employee dies within 90 days after termination of employment due to being a Good Leaver for any reason other than for Cause (as defined below)), then the Participant shall unvested Restricted Shares will immediately vest in a portion of full. (c) If the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the ParticipantEmployee’s employment with the Premier Group Without Company or an Affiliate terminates for any reason, other than for Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member or because of the Premier Group (or a successor) terminates Employee’s death, then *Unless the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as context indicates otherwise, terms that are not defined in Section 14 below) within this Agreement shall have the twelve month period commencing upon a Change in Control (as defined meaning set forth in the Plan), . the Award Restricted Shares shall continue to vest in full. The Participant shall be credited accordance with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award SharesVesting Schedule set forth above; provided, however, that no amount shall any remaining Restricted Shares which do not become vested will immediately be credited forfeited in accordance with respect to Shares Section 4 of this Agreement if the Employee does any of the following after such termination: (i) uses, discloses or misappropriates any Company-Related Information (as defined below) unless the Company or an Affiliate consents otherwise in writing. “Company-Related Information” means any confidential or secret knowledge or information of the Company or an Affiliate that have been delivered the Employee has acquired or become acquainted with during the Employee’s employment with the Company or an Affiliate, including, without limitation, any confidential customer list, confidential business information, confidential materials relating to the Participant as practices or procedures of the applicable record dateCompany or an Affiliate, or any other proprietary information of the Company or an Affiliate; provided, however that Company-Related Information shall not include any knowledge or information that is now published or which subsequently becomes generally publicly known in the form in which it was obtained from the Company or an Affiliate, other than as a direct or indirect result of the Employee’s disclosure in contradiction of this Section 2(c); (ii) without the prior written consent of the Company or an Affiliate, directly or indirectly, owns, manages, operates, controls or participates in the ownership, management, operation or control of, or becomes connected as an officer, employee, partner, director, consultant, independent contractor or otherwise with, or has any financial interest or other pecuniary interest in, any Competing Business (as defined below). Dividend equivalents shall A “Competing Business” means any corporation, partnership, limited liability company or other business association, organization or entity or person of any kind whatsoever that (i) competes or plans to compete with the Company or any Affiliate in any line of business or (ii) otherwise offers any type of securities, investment or other financial products or services as a principal part of its business, regardless of whether such products or services are currently offered, or proposed to be subject to offered, by the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award SharesCompany or any Affiliate. Notwithstanding the foregoing, vesting ownership, for passive personal investment purposes only, of less than 5% of the Award voting stock of any publicly held corporation shall not by itself result in forfeiture of the Restricted Shares; (and iii) without the prior written consent of the Company or an Affiliate, accepts a position as an officer, employee, partner, consultant or independent contractor with any dividend equivalentscorporation, partnership, limited liability company or other business association, organization or entity or person of any kind whatsoever (regardless of whether such position is with a Competing Business) shall be prohibited if such position involves duties, responsibilities or expertise similar to that of the Employee’s position of employment with the Company or an Affiliate at the time of the Employee’s termination of such employment; (iv) directly or indirectly, on behalf of the Employee or any other person (including a Competing Business), solicits for employment in a Competing Business any person who was employed by the Company or an Affiliate within three years prior to the extent that it would violate applicable law date of the Employee’s termination of employment; or (v) directly or indirectly, on behalf of the Employee or any other person (including a Competing Business), solicits any customers, clients or accounts of the Company or any Affiliate or otherwise seeks to divert such customers, clients or accounts away from the Company or any Affiliate. (d) Notwithstanding any other provisions of this Agreement to the extent contrary, the Award is a Performance Share Award. Further notwithstanding Committee may in its sole discretion, declare at any time that the foregoingRestricted Shares, nothing in this Award Agreement or any portion thereof, shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesvest immediately.

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

Vesting. This Award (a) The Options shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoingas follows: (ai) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion 1/36th of the Award equal shares subject to the number of Award Shares granted times a fraction, Option shall be fully vested on the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in ControlEffective Date; and (bii) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms herein and conditions as the Award SharesOptionee continuing to perform services for the Company on each applicable vesting dates, and the remaining 35/36th of the shares subject to the Option shall vest (orratably and become exercisable in equal monthly tranches on the 11th day of each calendar month, if applicablebased on the passage of time, be forfeited) at the same time as the Award Sharesover 35 consecutive months, commencing on July 10, 2021. Notwithstanding the foregoing, vesting the Options shall vest and become exercisable in full upon the termination of the Award Optionee’s employment or service with the Company without Cause (and any dividend equivalentsif termination is by the Company) or for Good Reason (if termination is by Optionee), as such terms are defined in the employment or service agreement of such Optionee or if such term or terms is not defined in the employment or service agreement or there is not an employment or service agreement, as defined in Section 10 of this Agreement. In lieu of fractional vesting, the number of Options shall be prohibited rounded up each time until fractional Options are eliminated. (b) Subject to Sections 3(c) and 4 of this Agreement, Options may be exercised by providing to the extent Company the Notice of Option Exercise in the form attached hereto as Exhibit A after vesting and remain exercisable until 5:30 p.m. New York time on the date that it would violate applicable law is the fifth (5th) year anniversary of the date of this Agreement. (c) However, notwithstanding any other provision of this Agreement, at the option of the Board in its sole and absolute discretion, all Options shall be immediately forfeited in the event any of the following events occur: (i) The Optionee purchases or sells securities of the Company without written authorization in accordance with the Company’s ixxxxxx xxxxxxx policy then in effect, if any; (ii) The Optionee (A) discloses, publishes or authorizes anyone else to use, disclose or publish, without the prior written consent of the Company, any proprietary or confidential information of the Company, including, without limitation, any information relating to existing or potential customers, business methods, financial information, trade or industry practices, sales and marketing strategies, employee information, vendor lists, business strategies, intellectual property, trade secrets or any other proprietary or confidential information or (B) directly or indirectly uses any such proprietary or confidential information for the individual benefit of the Optionee or the benefit of a third party; (iii) During the term of employment or service and for a period of two (2) years thereafter, the Optionee disrupts or damages, impairs or interferes with the business of the Company or its Affiliates by recruiting, soliciting or otherwise inducing any of their respective employees to enter into employment or other relationship with any other business entity, or terminate or materially diminish their relationship with the Company or its Affiliates, as applicable; (iv) During the term of employment or service and for a period of one (1) year thereafter, the Optionee solicits or directs business of any person or entity who is (A) a customer of the Company or its Affiliates at any time or (B) solicited to be a “prospective customer” of the Company or its Affiliates, in any case either for such Optionee or for any other person or entity. For purposes of this clause (v), “prospective customer” means a person or entity who contacted, or is contacted by, the Company or its Affiliates regarding the provision of services to or on behalf of such person or entity; provided that the Optionee has actual knowledge of such prospective customer; (v) The Optionee fails to reasonably cooperate to effect a smooth transition of the Optionee’s duties and to ensure that the Company is apprised of the status of all matters the Optionee is handling or is unavailable for consultation after termination of employment or service of the Optionee if such availability is a condition of any agreement to which the Company and the Optionee are parties; (vi) The Optionee fails to assign all of such Optionee’s rights, title and interest in and to any and all ideas, inventions, formulas, source codes, techniques, processes, concepts, systems, programs, software, computer data bases, trademarks, service marks, brand names, trade names, compilations, documents, data, notes, designs, drawings, technical data and/or training materials, including improvements thereto or derivatives therefrom, whether or not patentable or subject to copyright or trademark or trade secret protection, developed and produced by the Optionee used or intended for use by or on behalf of the Company or the Company’s clients; (vii) The Optionee acts in a disloyal manner to the extent Company, such as making comments, whether oral or in writing, that tend to disparage or injure (i) the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require reputation or business of the Company or its Affiliates, or is likely to grant dividends result in discredit to, or dividend equivalents loss of business, reputation or goodwill of, the Company or its Affiliates or (ii) its directors, officers or stockholders; or (viii) A finding by the Board that the Optionee has acted against the interests of the Company or in a manner that has or may have a detrimental effect on the Company. (d) For purposes of this Agreement, “Affiliate” means with respect to a person or entity, any Shares other person or Award Sharesentity controlled by, in control of or under common control with such person or entity, and “controlled,” “controlled by,” and “under common control with” shall mean direct or indirect possession of the power to direct or cause the direction of management or policies (whether through ownership of voting securities, by contract or otherwise) of a person or entity.

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

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

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In So long as the event that a Participant terminates employment due to being a Good Leaver Employee remains continuously employed (including during the continuance of any leave of absence as defined below)approved by the Company or an Affiliate) by the Company or an Affiliate, then the Participant shall immediately Restricted Shares will vest in a portion the numbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement. Except as otherwise provided herein, if and when the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating Employee’s employment with the Premier Group due to death, Disability Company or an Approved Retirement Affiliate terminates, whether by the Employee or by the Company (or an Affiliate), voluntarily or involuntarily, for any reason, then the Restricted Shares shall cease vesting and the shares not vested as of the termination date shall be cancelled and returned to the Plan in accordance with Section 4 of this Agreement. (b) If the Employee’s employment by the Company or an Affiliate terminates because of the Employee’s death or long-term disability (as defined in Section 14 belowthe Company’s long-term disability plan, a “Disability”), then the unvested Restricted Shares will immediately vest in full. (c) If the Employee’s employment by the Company or an Affiliate is involuntarily terminated as a result of a Company-determined severance event (i.e., an event specifically designated as a severance event by the Company in a written notice to the Employee that he or she is eligible for severance benefits under the Company’s Severance Plan, as may be amended from time to time), then the unvested Restricted Shares will, as set forth in writing in a severance agreement, vest in full upon the expiration of a thirty-day period commencing upon the Employee’s execution of a general release of all claims against the Company, on a form provided by the Company for this purpose and within the timeframe designated by the Company; provided that, no such vesting will occur unless (i) the Employee has not revoked the general release and it remains effective and enforceable upon expiration of the thirty-day period following its execution, and (ii) the termination Employee has complied with the terms and conditions of the ParticipantSeverance Plan and the applicable severance agreement. (d) If the Employee’s employment with the Premier Group Without Company or an Affiliate terminates for any reason other than for Cause (as defined in Section 14 4(b) below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award Employee’s death or Disability (as set forth in Section 2(b) above), or a Severance Event (as set forth in Section 2(c) above), then the Restricted Shares shall vest in full. The Participant shall cease vesting and be credited with an amount in cash (without interest) equal cancelled and returned to the dividends Plan in accordance with Section 4 of this Agreement, unless, at or around the Participant would have received if time of such termination, the Participant had been Employee voluntarily elects to sign a Post-Termination Agreement with the owner of Company. If the Employee signs a number of Shares equal Post-Termination Agreement, and thereafter elects to comply with the number of Award Shares; providedEmployee’s obligations under such Post-Termination Agreement, however, that no amount shall be credited with respect including the obligation to Shares that have been delivered to refrain from engaging in any Post-Termination Restricted Activities for the Participant as shorter of the applicable record date. Dividend equivalents remaining vesting period of the Restricted Shares or two years following the date of termination, then the Restricted Shares shall be subject not cease to the same terms and conditions as the Award Shares, vest and shall vest (or, if applicable, not be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (cancelled and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.returned to

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

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

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (The Restricted Stock shall become vested as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of follows: (i) terminating employment with 25% of the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or shares of Restricted Stock shall vest on the first anniversary of Date of Grant; (ii) 25% of the shares of Restricted Stock shall vest on the second anniversary of Date of Grant; (iii) 25% of the shares of Restricted Stock shall vest on the third anniversary of the Date of Grant; and (iv) 25% of the shares of Restricted Stock shall vest on the fourth anniversary of the Date of Grant (each, a “Vesting Date”); provided that the Participant remains in continuous service with the Company or an Affiliate thereof through the applicable Vesting Date. (b) Except as set forth in Section 2(c) below, if the Participant’s service is terminated for any reason, (i) this Restricted Stock Award Agreement shall terminate and all rights of the Participant with respect to the shares of Restricted Stock that have not vested as of the date of termination shall immediately terminate, (ii) any such shares of Restricted Stock shall be forfeited without payment of any consideration, and (iii) neither the Participant nor any of the Participant’s employment with the Premier Group Without Cause (as defined successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in Section 14 below) prior to a Change in Control; andsuch shares of Restricted Stock. (bc) In the event a member of the Premier Group (or a successor) terminates If the Participant’s employment Without service is terminated by the Company without Cause or by the Participant terminates his employment for Good Reason (as defined to the extent such a term is included in Section 14 below) within this Restricted Stock Award Agreement for the twelve month period commencing upon a Change Participant or in Control (as defined in another individual agreement between the PlanCompany and the Participant), and provided that the Award Participant executes and delivers to the Company (and does not revoke) a general release of claims in a form satisfactory to the Company within sixty (60) days following such termination (or such shorter period as may be specified by the Company in accordance with applicable law): (i) the shares of Restricted Stock that are scheduled to vest on the next applicable Vesting Date shall vest in full. The Participant on the effective date of the release, (ii) this Restricted Stock Award Agreement shall be credited with an amount in cash (without interest) equal to the dividends terminate and all rights of the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares the portion of the shares of Restricted Stock, if any, that have been delivered do not vest in accordance with this Section 2(c) shall terminate with effect retroactive to the termination date and any such shares of Restricted Stock shall be forfeited without payment of any consideration, and (iii) neither the Participant as nor any of the applicable record date. Dividend equivalents Participant’s successors, heirs, assigns, or personal representatives shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting thereafter have any further rights or interests in such shares of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesRestricted Stock.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In The Restricted Stock Units shall vest, and the event right to receive shares of Common Stock pursuant to the Restricted Stock Units shall be based upon the achievement by the Company of the performance criteria as set forth on Exhibit A (“Performance Criteria”), provided that a Participant terminates employment due the Grantee shall have provided Continuous Service to being a Good Leaver the Company through December 31, 2015. Within 30 business days following the date of the Committee’s final determination of the achievement of the Performance Criteria, the Company shall deliver to the Grantee one share for each Restricted Stock Unit in which Grantee becomes entitled as described herein and such Restricted Stock Unit shall terminate. Except as expressly set forth herein, no additional Restricted Stock Units shall vest after the date of termination of Grantee’s “Continuous Service” (as defined below). (b) As used herein, the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a term “Good LeaverContinuous Service” on account of means (i) terminating employment with by either the Premier Group due to deathCompany or any parent or subsidiary corporation of the Company, Disability or an Approved Retirement (as defined by any successor entity following a Change in Section 14 below) Control, which is uninterrupted except for vacations, illness, or leaves of absence which are approved in writing by the Company or any of such other employer corporations, if applicable, or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (service as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group Board of Directors of the Company until Xxxxxxx resigns, is removed from office, or Grantee’s term of office expires and he or she is not reelected, (iii) or so long as engaged as a Consultant or other Service Provider. The Grantee’s Continuous Service shall not terminate merely because of a change in the capacity in which the Grantee renders service to the Company or a successorcorporation or subsidiary corporation described in clause (i) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon above. For example, a Change in Control (as defined change in the Plan), the Award shall vest in full. The Participant shall be credited with Grantee’s status from an amount in cash (without interest) equal employee to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as Non-Employee Director will not constitute an interruption of the applicable record date. Dividend equivalents shall be subject to Grantee’s Continuous Service, provided there is no interruption in the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award SharesGrantee’s performance of such services. Notwithstanding the foregoing, vesting for any employee of a subsidiary of the Award (and any dividend equivalents) Company located outside the United States, such employee’s Continuous Service shall be prohibited deemed terminated upon the commencement of such employee’s “garden leave period,” “notice period,” or other similar period where such employee is being compensated by such subsidiary but not actively providing service to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharessuch subsidiary.

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

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

Vesting. This Award (a) The Options shall vest in full accordance with Schedule 2 attached hereto, subject to the Optionee continuing to perform services for the Company in the capacity in which the grant was received on each applicable vesting date. In lieu of fractional vesting, the number of Options shall be rounded up each time until fractional Options are eliminated. (b) Subject to Sections 3(c) and 4 of this Agreement, Options may be exercised by providing to the Company the Notice of Option Exercise in the form attached hereto as Exhibit A after vesting and remain exercisable until 5:30 p.m. New York time on the Vesting Date set forth above provided date that is the Participant is continuously employed by a member fifth (5th) year anniversary of the Premier Group. Notwithstanding date first written on this Agreement. (c) However, notwithstanding any other provision of this Agreement, at the foregoingoption of the Board in its sole and absolute discretion, all Options shall be immediately forfeited in the event any of the following events occur: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the The termination of the ParticipantOptionee’s employment with the Premier Group Without Company for Cause (or without Good Reason, including, but not limited to, Optionee’s voluntary termination of his employment, as such terms are defined in Section 14 below) prior to a Change in Control; andthe Employment Agreement; (bii) In the event a member The Optionee purchases or sells securities of the Premier Group Company without written authorization in accordance with the Company’s ixxxxxx xxxxxxx policy then in effect, if any; (iii) The Optionee (A) discloses, publishes or a successorauthorizes anyone else to use, disclose or publish, without the prior written consent of the Company, any proprietary or confidential information of the Company, including, without limitation, any information relating to existing or potential customers, business methods, financial information, trade or industry practices, sales and marketing strategies, employee information, vendor lists, business strategies, intellectual property, trade secrets or any other proprietary or confidential information or (B) terminates directly or indirectly uses any such proprietary or confidential information for the Participant’s employment Without Cause individual benefit of the Optionee or the Participant terminates his employment for Good Reason benefit of a third party; (as defined in Section 14 belowiv) within During the twelve month period commencing upon a Change in Control Term (as defined in the PlanEmployment Agreement) of the Optionee’s employment under the Employment Agreement and for a period of two (2) years thereafter, the Optionee disrupts or damages, impairs or interferes with the business of the Company or its Affiliates by recruiting, soliciting or otherwise inducing any of their respective employees to enter into employment or other relationship with any other business entity, or terminate or materially diminish their relationship with the Company or its Affiliates, as applicable; (v) During the Term (as defined in the Employment Agreement) of the Optionee’s employment under the Employment Agreement and for a period of one (1) year thereafter, the Optionee solicits or directs business of any person or entity who is (A) a customer of the Company or its Affiliates at any time or (B) solicited to be a “prospective customer” of the Company or its Affiliates, in any case either for such Optionee or for any other person or entity. For purposes of this clause (v), “prospective customer” means a person or entity who contacted, or is contacted by, the Award shall vest Company or its Affiliates regarding the provision of services to or on behalf of such person or entity; provided that the Optionee has actual knowledge of such prospective customer; (vi) The Optionee fails to reasonably cooperate to effect a smooth transition of the Optionee’s duties and to ensure that the Company is apprised of the status of all matters the Optionee is handling or is unavailable for consultation after termination of employment of the Optionee if such availability is a condition of any agreement to which the Company and the Optionee are parties; (vii) The Optionee fails to assign all of such Optionee’s rights, title and interest in full. and to any and all ideas, inventions, formulas, source codes, techniques, processes, concepts, systems, programs, software, computer data bases, trademarks, service marks, brand names, trade names, compilations, documents, data, notes, designs, drawings, technical data and/or training materials, including improvements thereto or derivatives therefrom, whether or not patentable or subject to copyright or trademark or trade secret protection, developed and produced by the Optionee used or intended for use by or on behalf of the Company or the Company’s clients; (viii) The Participant shall be credited with an amount Optionee acts in cash (without interest) equal a disloyal manner to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; providedCompany, howeversuch as making comments, whether oral or in writing, that no amount shall be credited tend to disparage or injure (i) the reputation or business of the Company or its Affiliates, or is likely to result in discredit to, or loss of business, reputation or goodwill of, the Company or its Affiliates or (ii) its directors, officers or stockholders; or (ix) A finding by the Board that the Optionee has acted against the interests of the Company or in a manner that has or may have a detrimental effect on the Company. (d) For purposes of this Agreement, “Affiliate” means with respect to Shares that have been delivered to the Participant as a person or entity, any other person or entity controlled by, in control of or under common control with such person or entity, and “controlled,” “controlled by,” and “under common control with” shall mean direct or indirect possession of the applicable record date. Dividend equivalents shall be subject power to direct or cause the same terms and conditions as the Award Sharesdirection of management or policies (whether through ownership of voting securities, and shall vest (or, if applicable, be forfeitedby contract or otherwise) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law a person or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesentity.

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

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

Vesting. This (a) Except as otherwise provided in this Agreement, 100% of the Restricted Stock Units granted pursuant to the Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member [three years from grant date]. (b) Notwithstanding any other provision of this Agreement, none of the Premier Group. Notwithstanding Restricted Stock Units granted pursuant to the foregoing:Award shall vest if the Committee determines that the Company’s aggregate return to shareholders for the Performance Cycle, as measured by the Company’s Common Stock price, is not at least 35% of the performance of the Xxxxxxx 2000 Index for the applicable Performance Cycle. (ac) In Notwithstanding any other provision of this Agreement, if the event Committee determines that a Participant terminates employment due the Company’s aggregate return to being a Good Leaver (as defined below)shareholders for the Performance Cycle is at least 35% of the performance of the Xxxxxxx 2000 Index for the Performance Cycle, the Participant shall immediately vest in a portion of the Restricted Stock Units granted pursuant to the Award shall not vest equal to (i) the aggregate number of Restricted Stock Units reduced by (ii) the quotient of the aggregate number of Restricted Stock Units multiplied by the TDY Stock Xxxxx-Xxxxxxx 2000 Percentage (but not more than 100%) (any fractional share of Common Stock resulting from this clause (ii) calculation shall be rounded up to the next whole share). (d) Notwithstanding any other provision of this Agreement, if during the applicable Performance Cycle, (i) the Executive’s employment with the Employer terminates for any reason, whether the Executive’s employment is terminated by the Executive or the Employer, with or without just cause, except as otherwise provided in Paragraph 1.3(e), (ii) there occurs a material breach of this Agreement by the Executive or (iii) the Executive fails to meet the tax withholding obligations described in Paragraph 1.6, none of the unvested Restricted Stock Units granted under this Agreement shall vest. For clarity, for the purposes of this Agreement, the date of such termination or cessation of the Executive’s employment with the Employer shall be the date upon which the Executive’s employment actually ceased without regard to any period of notice of termination of employment to which the Executive may be entitled. (e) If, during the applicable Performance Cycle, the Executive’s employment with the Employer terminates due to the Executive’s death, disability (as determined in the sole discretion of the Committee) or retirement pursuant to the applicable retirement policy (if any) of the Employer or the Company (as applicable) prior to the expiration of the Performance Cycle, the Executive (or the Executive’s beneficiaries) shall continue to hold the Restricted Stock Units through the expiration of the Performance Cycle. At that time, a portion of the Restricted Stock Units shall vest equal to (i) the number of Award Shares granted times Restricted Stock Units that would have otherwise vested under Section 1.3 had the Executive remained employed by the Employer through the end of the Performance Cycle multiplied by (ii) a fraction, the numerator of which is the number of days full months during which the Executive was employed by the Employer from the beginning of active service elapsed since the Grant Date Performance Cycle until the date of the Executive’s termination of employment and the denominator of which is 1,095. A Participant is a the total number of months in the Performance Cycle (any fractional share of Common Stock resulting from this calculation shall be rounded up to the next whole share). (f) For purposes of this Section 1.3 only, “Good LeaverEmployer” on account of (i) terminating employment with shall mean, in addition to the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination subsidiary of the Participant’s employment with Company which employs Executive on the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In date hereof, the event a member Company and any subsidiary of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesCompany.

Vesting. This Award (a) The Performance Shares (if any) credited to the Grantee’s account pursuant to Section 2 hereof shall vest in full become vested and nonforfeitable on the Vesting Date set forth above out in this Award Agreement, provided that the Participant is continuously employed by a member Grantee remains in the continuous employment or other service of the Premier Group. Notwithstanding Company and its Subsidiaries through the foregoing:Vesting Date, except as otherwise provided herein. (ab) In the event that a Participant terminates employment due to being a Good Leaver (as defined belowNotwithstanding Section 3(a), if the Participant shall immediately vest in Grantee’s continuous employment or other service with the Company and its Subsidiaries terminates prior to the Vesting Date as a result of the Grantee’s death, a pro rata portion of the Award equal to Performance Shares shall become vested, determined by multiplying the target number of Award Performance Shares granted times by a fraction, the numerator of which is the number of days of active continuous employment or other service elapsed since completed by the Grantee after the Grant Date of the Performance Shares and the denominator of which is 1,095. A Participant 1096. (c) Notwithstanding Section 3(a), if the Grantee’s continuous employment or other service with the Company and its Subsidiaries terminates prior to the Vesting Date as a result of the Grantee’s Disability or Retirement (defined as the Grantee’s voluntary termination of employment with the consent of the Administrator (or the Administrator’s delegate) at or after age 60 with at least five years of service with the Company and its Subsidiaries), a pro rata portion of the Performance Shares shall become vested, effective as of December 31, 2017, determined by multiplying the number of Performance Shares that would have been earned pursuant to Section 2 hereof, based upon actual achievement of the applicable Relative TSR Performance Goals if the Grantee had remained in the continuous employment or other service of the Company and its Subsidiaries through the last day of the third Performance Period, by a fraction, the numerator of which is the number of days of continuous employment or other service completed by the Grantee after the Grant Date of the Performance Shares and the denominator of which is 1096. (d) In the event of a “Good Leaver” on account of Change in Control prior to the Vesting Date: (i) terminating If the Performance Shares are honored, assumed or substituted in the form of an Alternative Award, and the Grantee’s continuous employment or other service with the Premier Group due Company and its Subsidiaries is terminated after the Change in Control and prior to deaththe Vesting Date (A) by the Company or a Subsidiary without Cause, Disability or an Approved Retirement (as defined in Section 14 below) or (iiB) if the Grantee is covered by a severance plan, employment agreement or offer letter with the Company or a Subsidiary that provides for severance benefits in the event of a termination by the Grantee for Good Reason, by the Grantee for Good Reason, then the Performance Shares, to the extent not previously vested or forfeited, will vest, without pro ration and effective upon such termination of the ParticipantGrantee’s employment with the Premier Group Without Cause Company and its Subsidiaries, as follows: (as defined in Section 14 belowx) with respect to any Performance Period completed prior to a the date of such termination of employment, the number of Performance Shares earned pursuant to Section 2 hereof, based upon actual achievement of the applicable Relative TSR Performance Goals with respect to such Performance Period, shall become vested, and (y) with respect to any Performance Period not completed prior to the date of such termination of employment, the portion of the target number of Performance Shares allocated to such Performance Period shall become vested. (ii) If the Performance Shares are not honored, assumed or substituted in the form of an Alternative Award, then the target number of Performance Shares will vest in full, without pro ration, effective upon such Change in Control; and. (be) In For purposes of this Section 3, the event a member continuous employment or other service of the Premier Group (or a successor) terminates Grantee with the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award Company and its Subsidiaries shall vest in full. The Participant shall not be credited with an amount in cash (without interest) equal deemed to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered interrupted, and the Grantee shall not be deemed to the Participant as have ceased to be an Employee of the applicable record date. Dividend equivalents shall be subject to the same terms Company and conditions as the Award Sharesits Subsidiaries, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting by reason of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law transfer of his or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require her employment or other service among the Company to grant dividends or dividend equivalents on any Shares or Award Sharesand its Subsidiaries.

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

Vesting. This Award shall The award will vest in full three (3) equal annual installments of 33-1/3% of the shares covered by the award beginning on the Vesting Date set forth above provided the Participant is continuously employed by a member first annual anniversary of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and subsequent installments will vest on the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination second and third annual anniversary of the Participant’s employment with Grant Date. Each installment shall vest and thereby all restrictions shall be removed on the Premier Group Without Cause (installment so long as defined the Executive has remained in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control Continuous Service (as defined in the Plan) through the day immediately preceding the date on which the installment is scheduled to vest. The remaining shares of Restricted Stock which have not already vested shall vest and all restrictions shall be removed if the Executive’s termination of Continuous Service is because of death or Disability. In addition, the remaining shares of Restricted Stock which have not already vested shall vest and all restrictions shall be removed if the Executive’s termination of Continuous Service is (i) due to (a) a termination by Highland Hospitality, L.P. (the “Operating Partnership”) without Cause or a termination by the Executive for Good Reason (whether such termination without Cause or termination for Good Reason occurs before or after a Change in Control), or (b) a termination by the Award shall vest Executive following a Change in full. The Participant shall be credited Control for any reason in accordance with an amount Section 6(d) of the Employment Agreement (as hereinafter defined) by notice given by the Executive on or before the tenth (10th) business day following the Change in cash Control, and (without interestii) equal the Executive has signed a general release of claims which has become irrevocable, satisfactory to the dividends Operating Partnership in its reasonable exercise of its discretion, releasing the Participant would have received if Operating Partnership, its affiliates, including the Participant had been the owner of a number of Shares equal Corporation, and their officers, directors and employees, from any and all claims or potential claims arising from or related to the number Executive’s employment or termination of Award Shares; providedContinuous Service. For purposes of this Agreement, howeverthe terms “Disability,” “Cause,” “Good Reason,” and “Change in Control” shall have the meaning provided for such terms in the Employment Agreement between the Executive, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award SharesOperating Partnership, and shall vest the Corporation dated October 24, 2003 (or, if applicable, be forfeited) at the same time as “Employment Agreement”). If the Award Shares. Notwithstanding the foregoing, Executive has a termination of Continuous Service and such termination event does not result in accelerated vesting of the Award (and any dividend equivalents) Restricted Stock, shares of Restricted Stock which have not vested shall be prohibited forfeited and returned to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesCorporation.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In The Grant Shares shall vest and become non-forfeitable in accordance with the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of following schedule: (i) terminating employment with 250,000 Grant Shares shall vest if, on or before May 28, 2017, the Premier Group due to death, Disability or an Approved Retirement Fair Market Value (as defined in Section 14 belowthe 2005 Stock Incentive Plan) or of the Company’s Common Stock shall have exceeded $10.00 per share for 20 consecutive business days; and (ii) 250,000 Grant Shares shall vest, if on or before May 28, 2017, the termination of the Participant’s employment with the Premier Group Without Cause Fair Market Value (as defined in Section 14 belowthe 2005 Stock Incentive Plan) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates Company’s Common Stock shall have exceeded $12.00 per share for 20 consecutive business days; provided, however that all of the Participant’s employment Without Cause or Grant Shares shall immediately vest and become nonforfeitable upon the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon occurrence of a Change in Control (as defined in the PlanEmployment Agreement dated May 28, 2010, by and between the Company and the Employee). (b) Notwithstanding the vesting schedule set forth above, such vesting schedule may be accelerated by the Award shall vest Board of Directors or the Compensation Committee of the Board of Directors (the “Committee”) in full. The Participant their sole decision. (c) Upon the vesting date the earned portion of the Grant Shares shall be credited with an amount in cash (without interest) equal issued to the dividends Employee in accordance with the Participant would have received if Plan and the Participant had been terms hereof including Section 3 below. (d) If the owner of a number of Shares equal Employee is terminated by the Company or its Subsidiaries for Cause (as defined in the Plan) or voluntarily terminates employment by the Company or its Subsidiaries, prior to the number satisfaction of Award Shares; providedthe vesting provisions set forth above, however, that no amount further portion of the Grant Shares shall become vested pursuant to this Agreement and such unvested Grant Shares shall be credited with respect to Shares that have been delivered to the Participant forfeited effective as of the applicable record date. Dividend equivalents date that the Employee ceases to be so employed by the Company. (e) Nothing in the Plan or this Agreement shall be subject confer on Employee any right to continue in the same terms and conditions as employ of, or other relationship with, the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting Company or any Subsidiary of the Award (and Company, or limit in any dividend equivalents) shall be prohibited to way the extent that it would violate applicable law right of the Company or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require any Affiliate or Subsidiary of the Company to grant dividends terminate Employee’s employment or dividend equivalents on other relationship at any Shares time, with or Award Shareswithout Cause. This Agreement does not constitute an employment contract. This Agreement does not guarantee employment for the length of time of the vesting schedule set forth in Section 2(a) hereof or for any portion thereof.

Vesting. This Award (a) So long as the Employee remains continuously employed (including during the continuance of any leave of absence as approved by the Company or an Affiliate) by the Company or an Affiliate, then the Restricted Mutual Fund Shares shall vest in full the numbers and on the dates specified in the Vesting Date set forth above Schedule at the beginning of this Agreement. Except as otherwise provided herein, if and when the Participant is continuously employed Employee’s employment with the Company or an Affiliate terminates, whether by a member the Employee or by the Company (or an Affiliate), voluntarily or involuntarily, for any reason, then the Restricted Mutual Fund Shares shall cease vesting and the shares not vested as of the Premier Group. Notwithstanding the foregoing:termination date shall be cancelled. (ab) In If the event that Employee’s employment by the Company and all its Affiliates terminates because of the Employee’s death or long-term disability (a Participant terminates employment due to being a Good Leaver (“Disability” as defined belowin the Company’s long-term disability plan), then the Participant unvested Restricted Mutual Fund Shares shall immediately vest in the Employee in full. (c) If the Employee’s employment by the Company and all its Affiliates is involuntarily terminated as a portion result of a Company-determined severance event (i.e., an event specifically designated as a severance event by the Award equal Company in a written notice to the number Employee that he or she is eligible for severance benefits under the Company’s Severance Plan, as may be amended from time to time), then the unvested Restricted Mutual Fund Shares shall, as set forth in writing in a severance agreement, vest in full upon the 1 Unless the context indicates otherwise, capitalized terms that are not defined in this Agreement have the meanings set forth in the Plan. expiration of Award Shares granted times a fractionthirty-day period commencing upon the Employee’s execution of a general release of all claims against the Company, on a form provided by the numerator of which is Company for this purpose and within the number of days of active service elapsed since timeframe designated by the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of Company; provided that, no such vesting shall occur unless (i) terminating employment with the Premier Group due to deathEmployee has not revoked the general release and it remains effective and enforceable upon expiration of the thirty-day period following its execution, Disability or an Approved Retirement (as defined in Section 14 below) or and (ii) the termination Employee has complied with the terms and conditions of the ParticipantSeverance Plan and the applicable severance agreement. (d) If the Employee’s employment with the Premier Group Without Company and all its Affiliates terminates for any reason other than for Cause (as defined in Section 14 4(b) below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award Employee’s death or Disability (as set forth in Section 2(b) above), or a Severance Event (as set forth in Section 2(c) above), then the Restricted Mutual Fund Shares shall cease vesting and be cancelled, unless, at or around the time of such termination, the Employee is offered by the Company, and voluntarily elects to sign, a Post-Termination Agreement with the Company. If the Employee signs a Post-Termination Agreement, and thereafter elects to comply with the Employee’s obligations under such Post-Termination Agreement, including the obligation to refrain from engaging in any Post-Termination Restricted Activities for the shorter of the remaining vesting period of the Restricted Mutual Fund Shares or two years following the date of termination, then the Restricted Mutual Fund Shares shall not cease to vest and shall not be cancelled in accordance with Section 4 below but rather, as set forth in the Post-Termination Agreement, shall continue to vest in fullthe numbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement for so long as the Employee elects to continuously refrain from engaging in any Post-Termination Restricted Activities. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as “Post-Termination Restricted Activities” include each of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.following:

Vesting. This Award (a) The Restricted Stock Units shall vest in full vest, and the right to receive shares of Common Stock pursuant to the Restricted Stock Units shall be based upon the achievement by the Company of the performance criteria as set forth on Exhibit A (“Performance Criteria”) over the Performance Period (as defined above), provided that the Grantee shall have provided Continuous Service to the Company through March 31, 2017 (the “Vesting Date”). Within 30 business days following the Vesting Date and subject to the Committee’s final determination of the achievement of the Performance Criteria, the Company shall deliver to the Grantee one share for each Restricted Stock Unit in which Grantee becomes entitled as described herein and such Restricted Stock Unit shall terminate. Except as expressly set forth above provided herein, no additional Restricted Stock Units shall vest after the Participant is continuously employed by a member date of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver termination of Grantee’s “Continuous Service” (as defined below). (b) As used herein, the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a term “Good LeaverContinuous Service” on account of means (i) terminating employment with by either the Premier Group due to deathCompany or any parent or subsidiary corporation of the Company, Disability or an Approved Retirement (as defined by any successor entity following a Change in Section 14 below) Control, which is uninterrupted except for vacations, illness, or leaves of absence which are approved in writing by the Company or any of such other employer corporations, if applicable, or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (service as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group Board of Directors of the Company until Xxxxxxx resigns, is removed from office, or Grantee’s term of office expires and he or she is not reelected, (iii) or so long as engaged as a Consultant or other Service Provider. The Grantee’s Continuous Service shall not terminate merely because of a change in the capacity in which the Grantee renders service to the Company or a successorcorporation or subsidiary corporation described in clause (i) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon above. For example, a Change in Control (as defined change in the Plan), the Award shall vest in full. The Participant shall be credited with Grantee’s status from an amount in cash (without interest) equal employee to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as Non-Employee Director or Consultant will not constitute an interruption of the applicable record date. Dividend equivalents shall be subject to Grantee’s Continuous Service, provided there is no interruption in the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award SharesGrantee’s performance of such services. Notwithstanding the foregoing, vesting for any employee of a subsidiary of the Award (and any dividend equivalents) Company located outside the United States, such employee’s Continuous Service shall be prohibited deemed terminated upon the commencement of such employee’s “garden leave period,” “notice period,” or other similar period where such employee is being compensated by such subsidiary but not actively providing service to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharessuch subsidiary.

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

Vesting. This Award One-sixth of the Performance Awards shall vest in full on the Vesting Effective Date set forth above provided the Participant is and on each of December 31, 2020, December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024, in each case, so long as Executive remains continuously employed by the Company from the Effective Date through each such vesting date. Upon a member termination of Executive’s employment with the Company by the Company for Cause, Executive will forfeit without consideration all vested (but unpaid) and unvested portions of the Premier Group. Notwithstanding Performance Awards and all rights arising from the foregoing: (a) In the event that a Participant terminates employment due to Performance Awards and from being a holder thereof. Upon a termination of Executive’s employment with the Company by the Company without Cause or as a result of a Resignation for Good Leaver Reason prior to December 31, 2024, (i) if such termination is on or within 12 months following a Change of Control (as defined below), the Participant shall immediately vest in a any unvested portion of the Award equal Performance Awards shall become fully vested; (ii) if such termination is prior to a Change of Control or more than 12 months following a Change of Control, one-half of any unvested portion of the Performance Awards shall become fully vested; (iii) after giving effect to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of foregoing clauses (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or and (ii), Executive will forfeit without consideration all remaining unvested portions of the Performance Awards and all rights arising from such unvested portions of the Performance Awards and from being a holder thereof; and (iv) Executive will retain all vested portions of the Performance Awards subject to the terms and conditions set forth herein and in the applicable award documentation. The accelerated vesting described in this paragraph shall be subject to Executive’s timely execution (and non-revocation in any time provided to do so) of a release of claims in a form reasonably satisfactory to the Company. For the avoidance of doubt, upon a termination of the ParticipantExecutive’s employment with the Premier Group Without Cause (Company as defined in Section 14 below) prior to a Change in Control; and (b) In the event result of Executive’s resignation other than a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment Resignation for Good Reason or Executive’s death or disability, Executive will (as defined in Section 14 belowi) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (forfeit without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as consideration all unvested portions of the applicable record date. Dividend equivalents shall be Performance Awards and all rights arising from such unvested portions of the Performance Awards and from being a holder thereof and (ii) retain all vested portions of the Performance Awards subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesset forth herein.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In Subject to the event that a Participant terminates employment due to being a Good Leaver (as defined accelerated vesting provisions set forth in Section 3(b) or Section 3(c) below), the Participant Units shall immediately vest in vest, on a portion cumulative basis, with respect to 20% of the Award equal Units on the first anniversary of the Grant Date, and as to the number an additional 20% on each succeeding anniversary of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is (each such date, a “Good Leaver” Vesting Date”), so as to be 100% vested on account the fifth anniversary thereof, provided that Holder has not incurred a Termination of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) Service prior to a Change in Control; andthe respective Vesting Date. (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting if the Holder is an employee of the Award (and Company or any dividend equivalents) Subsidiary on the Grant Date: 1. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s Termination of Service by the Company without Cause; 2. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s death prior to Termination of Service; and 3. If the Holder incurs a Termination of Service for any reason other than by the Company without Cause or death, all Units which have not vested at the time of such termination shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding automatically forfeited. (c) Notwithstanding the foregoing, nothing if the Holder is a non-employee director of the Company on the Grant Date: 1. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s Termination of Service for any reason other than the Holder voluntarily electing to resign from the Board of Directors, voluntarily electing not to stand for re-election to the Board of Directors or being involuntarily removed from the Board of Directors (excluding, for this Award Agreement purpose, a failure to be re-elected by the stockholders of the Company); 2. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s death prior to Termination of Service; and 3. If the Holder voluntarily resigns from the Board of Directors, voluntarily elects not to stand for re-election to the Board of Directors or is involuntarily removed from the Board of Directors (excluding, for this purpose, a failure to be re-elected by the stockholders of the Company), all Units which have not vested as of the date that the Holder incurs a Termination of Service shall be interpreted to require automatically forfeited upon the Company to grant dividends or dividend equivalents on any Shares or Award SharesTermination of Service.

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

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In So long as the event that a Participant terminates employment due to being a Good Leaver Employee remains continuously employed (including during the continuance of any leave of absence as defined below)approved by the Company or an Affiliate) by the Company or an Affiliate, then the Participant shall immediately Restricted Shares will vest in a portion the numbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement. Except as otherwise provided herein, if and when the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating Employee’s employment with the Premier Group due to death, Disability Company or an Approved Retirement Affiliate terminates, whether by the Employee or by the Company (or an Affiliate), voluntarily or involuntarily, for any reason, then the Restricted Shares shall cease vesting and the shares not vested as of the termination date shall be cancelled and returned to the Plan in accordance with Section 4 of this Agreement. (b) If the Employee’s employment by the Company or an Affiliate terminates because of the Employee’s death or long-term disability (as defined in Section 14 belowthe Company’s long-term disability plan, a “Disability”), then the unvested Restricted Shares will immediately vest in full. (c) If the Employee’s employment by the Company or an Affiliate is involuntarily terminated as a result of a Company-determined severance event (i.e., an event specifically designated as a severance event by the Company in a written notice to the Employee that he or she is eligible for severance benefits under the Company’s Severance Plan, as may be amended from time to time), then the unvested Restricted Shares will, as set forth in writing in a severance agreement, vest in full upon the expiration of a thirty-day period commencing upon the Employee’s execution of a general release of all claims against the Company, on a form provided by the Company for this purpose and within the timeframe designated by the Company; provided that, no such vesting will occur unless (i) the Employee has not revoked the general release and it remains effective and enforceable upon expiration of the thirty-day period following its execution, and (ii) the termination Employee has complied with the terms and conditions of the ParticipantSeverance Plan and the applicable severance agreement. (d) If the Employee’s employment with the Premier Group Without Company or an Affiliate terminates for any reason other than for Cause (as defined in Section 14 4(b) below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award Employee’s death or Disability (as set forth in Section 2(b) above), or a Severance Event (as set forth in Section 2(c) above), then the Restricted Shares shall vest in full. The Participant shall cease vesting and be credited with an amount in cash (without interest) equal cancelled and returned to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing Plan in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.accordance

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In Subject to the terms and conditions of this Agreement, the Earned Number of Performance Shares shall vest on May 7, 2016 (the “Normal Vesting Date”) if the Grantee remains employed by the Company or a subsidiary of the Company on such date. (b) Notwithstanding anything in Section 4(a) of this Agreement to the contrary, in the event that of the Grantee’s involuntary Termination of Employment where the Grantee is eligible for and accepts severance benefits under a Participant terminates employment due Company-sponsored severance plan or agreement with the Company (with eligibility for severance benefits to being a Good Leaver (as defined belowbe determined in the sole discretion of the Company), prior to the Participant shall immediately vest in a portion end of the Award Performance Period, the number of Performance Shares that will vest on the Normal Vesting Date shall be equal to the number product of Award Shares granted times (x) the Earned Number and (y) a fraction, the numerator of which is shall be the number of days between the Date of active service elapsed since Grant and the Grant Date date of the Grantee’s involuntary Termination of Employment, and the denominator of which is 1,095. A Participant is a “Good Leaver” shall be the number of days between the Date of Grant and the Normal Vesting Date, and the remaining Performance Shares will be forfeited and cancelled on account the Normal Vesting Date. (c) Notwithstanding anything in Section 4(a) of this Agreement to the contrary, in the event of (i) terminating employment with the Premier Group due to death, Disability Grantee’s death while an active employee of the Company or an Approved Retirement (as defined in Section 14 below) a subsidiary of the Company or (ii) the termination of the ParticipantGrantee’s employment with the Premier Group Without Cause Permanent Disability (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as such term is defined in the Company’s Long-Term Disability Plan), in either case, prior to the Award shall end of the Performance Period, the number of Performance Shares that will vest in full. The Participant on the date of the Grantee’s death or Permanent Disability, as applicable, shall be credited with an amount in cash (without interest) equal to the dividends product of (x) the Participant would have received if Target Number and (y) a fraction, the Participant had been numerator of which shall be the owner number of days between the Date of Grant and the date of the Grantee’s death or 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 and cancelled on the date of the Grantee’s death or Permanent Disability, as applicable. (d) Notwithstanding anything in Section 4(a) of this Agreement to the contrary, in the event of a Change of Control prior to the end of the Performance Period, the number of Performance Shares that will vest on the date of such Change of Control shall be equal to the product of (i) the higher of (x) the Target Number and (y) the Change of Control Earned Number, and (ii) a fraction, the numerator of which shall be the number of Award Shares; provideddays between the Date of Grant and the date of the Change of Control, however, that no amount and the denominator of which shall be credited with respect to the number of days between the Date of Grant and the Normal Vesting Date, and the remaining Performance Shares that have been delivered will be forfeited and cancelled on the date of such Change of Control. (e) Notwithstanding anything in Section 4 of this Agreement to the Participant as contrary, in the event of the applicable record date. Dividend equivalents Grantee’s (i) voluntary Termination of Employment, (ii) involuntary Termination of Employment where the Grantee is not eligible for severance benefits under a Company-sponsored severance plan or agreement with the Company (including, without limitation, a Termination of Employment for Cause, as such term is defined in the relevant severance plan or agreement) or (iii) involuntary Termination of Employment where the Grantee is eligible for but does not accept the severance benefits under the relevant Company-sponsored severance plan or agreement with the Company, in each case, prior to the end of the Performance Period, the Performance Shares shall be subject to the same terms immediately forfeited and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharescancelled.

Vesting. This (a) The Option shall become vested as follows: Stock Options subject to the Option Award shall vest in full three equal installments on the Vesting Date set forth above provided the Participant is continuously employed by a member each of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion first through third anniversaries of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is (each a “Good Leaver” on account of (i) terminating Vesting Date”), so long as the Participant remains in continuous employment with the Premier Group due to death, Disability Company or an Approved Retirement Affiliate through the applicable Vesting Date. (b) Except as defined set forth in Section 14 2(c) and (d) below) or (ii) the termination of , if the Participant’s employment with the Premier Group Without Company and its Affiliates terminates for any reason prior to the final Vesting Date, then (i) this Option Award Agreement shall terminate and all rights of the Participant with respect to Stock Options that have not vested shall immediately terminate, (ii) any such unvested Options shall be forfeited without payment of any consideration, and (iii) neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested Options. (c) If the Participant’s employment with the Company and its Affiliates is terminated prior to the final Vesting Date by the Company without Cause (including by non-renewal of the Term of the Letter Agreement, as defined therein), or by the Participant for Good Reason, then all unvested Options shall become vested immediately upon such termination of employment, subject to (i) the Participant’s compliance with the Protective Covenants as defined in Section 14 belowthe Letter Agreement and (ii) if either such termination of employment occurs prior to a Change in Control; and, the execution without revocation of a release of claims to the extent provided in the Letter Agreement. The terms Cause and Good Reason shall have the meaning set forth in the Participant’s Letter Agreement. (bd) In the event a member of the Premier Group (or a successor) terminates If the Participant’s employment Without Cause or with the Company and its Affiliates is terminated with Cause, (i) all vested and unvested Stock Options shall immediately terminated without payment of any consideration and (iii) neither the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as nor any of the applicable record date. Dividend equivalents Participant’s successors, heirs, assigns, or personal representatives shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and thereafter have any dividend equivalents) shall be prohibited to the extent that it would violate applicable law further rights or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing interests in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.such unvested Options..

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In The Restricted Stock Units shall vest, and the event right to receive shares of Common Stock pursuant to the Restricted Stock Units shall be based upon the achievement by the Company of the performance criteria as set forth on Exhibit A (“Performance Criteria”), provided that a Participant terminates employment due the Grantee shall have provided Continuous Service to being a Good Leaver the Company through December 31, 2014. Within 30 business days following the date of the Committee’s final determination of the achievement of the Performance Criteria, the Company shall deliver to the Grantee one share for each Restricted Stock Unit in which Grantee becomes entitled as described herein and such Restricted Stock Unit shall terminate. Except as expressly set forth herein, no additional Restricted Stock Units shall vest after the date of termination of Grantee’s “Continuous Service” (as defined below). (b) As used herein, the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a term “Good LeaverContinuous Service” on account of means (i) terminating employment with by either the Premier Group due to deathCompany or any parent or subsidiary corporation of the Company, Disability or an Approved Retirement (as defined by any successor entity following a Change in Section 14 below) Control, which is uninterrupted except for vacations, illness, or leaves of absence which are approved in writing by the Company or any of such other employer corporations, if applicable, or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (service as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (Board of Directors of the Company until Xxxxxxx resigns, is removed from office, or Grantee’s term of office expires and he or she is not reelected. The Grantee’s Continuous Service shall not terminate merely because of a change in the capacity in which the Grantee renders service to the Company or a successorcorporation or subsidiary corporation described in clause (i) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon above. For example, a Change in Control (as defined change in the Plan), the Award shall vest in full. The Participant shall be credited with Grantee’s status from an amount in cash (without interest) equal employee to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as Non-Employee Director will not constitute an interruption of the applicable record date. Dividend equivalents shall be subject to Grantee’s Continuous Service, provided there is no interruption in the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award SharesGrantee’s performance of such services. Notwithstanding the foregoing, vesting for any employee of a subsidiary of the Award (and any dividend equivalents) Company located outside the United States, such employee’s Continuous Service shall be prohibited deemed terminated upon the commencement of such employee’s “garden leave period,” “notice period,” or other similar period where such employee is being compensated by such subsidiary but not actively providing service to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharessuch subsidiary.

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In If the event that a Participant terminates employment due to being a Good Leaver Employee remains continuously employed (including during the continuance of any leave of absence as defined below)approved by the Company or an Affiliate) by the Company or an Affiliate, then the Participant shall immediately Restricted Shares will vest in a portion the numbers and on the dates specified in the Vesting Schedule at the beginning of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; andthis Agreement. (b) In If the event a member Employee’s employment by the Company or an Affiliate terminates because of the Premier Group (Employee’s death or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control long-term disability (as defined in the PlanCompany’s long-term disability plan, a “Disability”), then the Award unvested Restricted Shares will immediately vest in full. (c) If the Employee’s employment by the Company or an Affiliate terminates as a result of a Severance Event (as defined in the Company’s Severance Plan and as determined in the sole discretion of the Company), then the unvested Restricted Shares will, as determined by the * Unless the context indicates otherwise, terms that are not defined in this Agreement shall have the meaning set forth in the Plan. Committee and set forth in writing in a severance agreement, continue to vest in the numbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement, so long as the Employee complies with the terms and conditions of the Severance Plan and the applicable severance agreement, including execution of a general release of all claims against the Company and any designated Affiliates and their respective agents, on a form provided by the Company for this purpose and within the timeframe designated by the Company, that becomes effective and enforceable. (d) If the Employee’s employment with the Company or an Affiliate terminates for any reason other than due to the Employee’s death, Disability or as a result of a Severance Event (as set forth in paragraphs 2(b)-(c), above), then the Restricted Shares shall cease vesting and be forfeited in accordance with Section 4 of this Agreement. (e) Notwithstanding any other provisions of this Agreement to the contrary, the Committee may in its sole discretion, declare at any time that the Restricted Shares, or any portion thereof, shall vest immediately or, to the extent they otherwise would be forfeited pursuant to the terms of this Agreement, shall vest in full. The Participant shall the numbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement, or in such other numbers and on such other dates as are determined by the Committee to be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as interests of the applicable record date. Dividend equivalents shall be subject to Company as determined by the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing Committee in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharesits sole discretion.

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

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

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (The RSUs shall become vested as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of follows: (i) terminating 33.3% of the RSUs shall vest on the first anniversary of the Date of Grant; (ii) 33.3% of the RSUs shall vest on the second anniversary of the Date of Grant; and (iii) 33.4% of the RSUs shall vest on the third anniversary of the Date of Grant (each a “Vesting Date”); provided that the Grantee remains in continuous employment with the Premier Group due to death, Disability Company or an Approved Retirement (as defined in Section 14 below) Affiliate thereof through, and has not given or (ii) the received a notice of termination of such employment as of, the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; andapplicable vesting date. (b) In Except as set forth in Section 2(c) below, if the event a member Grantee’s employment is terminated for any reason, (i) this RSU Award Agreement shall terminate and all rights of the Premier Group Grantee with respect to RSUs that have not vested shall immediately terminate, (ii) any such unvested RSUs shall be forfeited without payment of any consideration, and (iii) neither the Grantee nor any of the Grantee’s successors, heirs, assigns, or a successorpersonal representatives shall thereafter have any further rights or interests in such unvested RSUs. (c) terminates If the ParticipantGrantee’s employment Without is terminated by the Company other than for Cause or by the Participant terminates his employment Grantee for Good Reason (as defined in Section 14 belowthe employment agreement by and between the Company and the Grantee as in effect from time to time) within (i) the twelve month period commencing upon a Change in Control (as defined in portion of the Plan)RSUs, if any, that are scheduled to vest on the Award next applicable Vesting Date shall immediately vest in full. The Participant and shall be credited settled as soon as practicable after the date of termination in accordance with an amount Section 3 below, but in cash no event later than March 15 of the year following the year in which the date of termination occurs, (without interestii) equal to this RSU Award Agreement shall terminate and all rights of the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited Grantee with respect to Shares the portion of the RSUs, if any, that have been delivered to the Participant not vested as of the applicable record date. Dividend equivalents date of termination in accordance with this Section shall immediately terminate, (iii) any such unvested RSUs shall be subject to the same terms and conditions as the Award Sharesforfeited without payment of any consideration, and shall vest (or, if applicable, be forfeitediv) at neither the same time as the Award Shares. Notwithstanding the foregoing, vesting Grantee nor any of the Award (and Grantee’s successors, heirs, assigns, or personal representatives shall thereafter have any dividend equivalents) shall be prohibited to the extent that it would violate applicable law further rights or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing interests in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharessuch unvested RSUs.

Vesting. This Award (a) The shares of Common Stock subject to the Option shall vest in full equal annual installments on the Vesting Date set forth above provided the Participant is continuously employed by a member each of the Premier Group. Notwithstanding the foregoing: first three (a3) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion anniversaries of the Award equal to the number Date of Award Shares granted times a fractionGrant (each, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating Vesting Date”); provided that the Executive remains in continuous employment with the Premier Group due to death, Disability Company or an Approved Retirement (as defined in Section 14 below) Affiliate thereof through, and has not given or (ii) the received a notice of termination of such employment as of, the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; andapplicable Vesting Date. (b) In Except as set forth in Section 2(c) below, if the event a member Executive’s employment is terminated for any reason prior to the final Vesting Date, (i) this Award Agreement shall terminate and all rights of the Premier Group Executive with respect to Options that have not vested shall immediately terminate, (ii) any such unvested Options shall be forfeited without payment of any consideration, and (iii) neither the Executive nor any of the Executive’s successors, heirs, assigns, or a successorpersonal representatives shall thereafter have any further rights or interests in such unvested Options. (c) terminates If the ParticipantExecutive’s employment Without Cause or is terminated prior to the Participant terminates his employment final Vesting Date either (i) by the Company without Cause, (ii) by the Executive for Good Reason (as defined in Section 14 below) within or (iii) as a result of the twelve month period commencing upon Executive’s death or Disability (each, a Change in Control (as defined in the Plan“Qualifying Termination”), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to portion of the dividends the Participant Option that would have received if vested on the Participant next Vesting Date had been the owner Executive remained in employment with the Company shall immediately vest. For purposes of this Award Agreement, “Good Reason” means, in each case without the Executive’s consent, as follows: (i) any reduction in the Executive’s base salary or annual bonus target amount; (ii) a number material diminution in the Executive’s title, status, duties, responsibilities or authority; or (iii) a material breach by the Company of Shares equal to the number of Award SharesExecutive’s individual offer letter with Company; provided, howeverthat, that in no amount event shall be credited with respect to Shares that have been delivered any such action constitute Good Reason unless (x) the Executive provides written notice to the Participant as Company of such action within thirty (30) days after it occurs, (y) the applicable record date. Dividend equivalents shall be subject Company fails to materially cure such action within fifteen (15) business days after the same terms and conditions as the Award SharesExecutive provides such notice, and shall vest (or, if applicable, be forfeitedz) at the same time as Executive terminates employment within ten (10) business days after the Award Shares. Notwithstanding the foregoing, vesting end of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Sharessuch cure period.

Vesting. This Award The Restricted Shares shall vest in full as follows: ● 50,000 restricted shares vest on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing:January 1, 2024. (a) In To the event that a Participant terminates extent it is then unvested, the Restricted Shares shall vest upon the termination of the Employee’s employment due to being a with the Company without Cause (if termination is by the Company) or for Good Leaver Reason (if termination is by Employee), as such terms are defined in the employment agreement of such Employee or if such term or terms is not defined in the employment agreement or there is not an employment agreement, as defined below)by the Plan. If applicable, the Participant shall immediately vest in a portion lieu of the Award equal to fractional vesting, the number of Award Restricted Shares granted times a fractionshall be rounded up each time until fractional Restricted Shares are eliminated. (b) However, notwithstanding any other provisions of this Agreement, at the numerator option of which is the number Board in its sole and absolute discretion, all Restricted Shares shall be immediately forfeited in the event any of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of following events occur: (i) terminating employment The Employee purchases or sells securities of the Company without written authorization in accordance with the Premier Group due Company’s ixxxxxx xxxxxxx policy then in effect, if any; (ii) The Employee (A) discloses, publishes, or authorizes anyone else to deathuse, Disability disclose, or an Approved Retirement publish, without the prior written consent of the Company, any proprietary or confidential information of the Company, including, without limitation, any information relating to existing or potential customers, business methods, financial information, trade or industry practices, sales and marketing strategies, employee information, vendor lists, business strategies, intellectual property, trade secrets, or any other proprietary or confidential information or (B) directly or indirectly uses any such proprietary or confidential information for the individual benefit of the Employee or the benefit of a third party; (iii) During the term of employment and for a period of two (2) years thereafter, the Employee disrupts or damages, impairs, or interferes with the business of the Company or its Affiliates by recruiting, soliciting, or otherwise inducing any of their respective employees to enter into employment or other relationship with any other business entity, or terminate or materially diminish their relationship with the Company or its Affiliates, as defined applicable; (iv) During the term of employment and for a period of one (1) year thereafter, the Employee solicits or directs business of any person or entity who is (A) a customer of the Company or its Affiliates at any time or (B) solicited to be a “prospective customer” of the Company or its Affiliates, in Section 14 belowany case either for such Employee or for any other person or entity. For purposes of this clause (v), “prospective customer” means a person or entity who contacted, or is contacted by, the Company or its Affiliates regarding the provision of services to or on behalf of such person or entity; provided that the Employee has actual knowledge of such prospective customer; (v) The Employee fails to reasonably cooperate to effect a smooth transition of the Employee’s duties and to ensure that the Company is apprised of the status of all matters the Employee is handling to the extent commercially and reasonably possible and not otherwise prevented or restricted by a future employer of Employee, or is unavailable for consultation after termination of employment of the Employee, if such availability is a condition of any agreement to which the Company and the Employee are parties; (vi) The Employee fails to assign all of such Employee’s rights, title, and interest in and to any and all ideas, inventions, formulas, source codes, techniques, processes, concepts, systems, programs, software, computer data bases, trademarks, service marks, brand names, trade names, compilations, documents, data, notes, designs, drawings, technical data, and/or training materials, including improvements thereto or derivatives therefrom, whether or not patentable or subject to copyright or trademark or trade secret protection, developed and produced by the Employee used or intended for use by or on behalf of the Company or the Company’s clients; (vii) The Employee acts in a disloyal manner to the Company, such as making comments, whether oral or in writing, that tend to disparage or injure: (i) the reputation or business of the Company or its Affiliates, or is likely to result in discredit to, or loss of, business reputation or goodwill of the Company or its Affiliates or (ii) its directors, officers, or stockholders; or (viii) A finding by the termination Board that the Employee has acted against the interests of the Participant’s employment with Company or in a manner that has or may have a detrimental effect on the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award SharesCompany.

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