Common use of Vesting Clause in Contracts

Vesting. Except as provided in paragraph 2(d), the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of Disability.

Vesting. Except as provided in paragraph 2(d), The stock options granted to the Participant’s interest in Executive pursuant to this Agreement will vest according to the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 50% following schedule: 1/4th of the shares vested on November 9, 2010, and the right to exercise the option covering an additional 1/48th of Common Stock subject the shares vests monthly thereafter over the next three years. This vesting schedule shall also accelerate as follows: (i) Upon a “Change of Control” (as defined in the Equity Plan), on the closing date of such Change of Control, all of the then-unvested portion (the “Unvested Portion”) of the stock options granted to the Executive pursuant to this Restricted Stock Unit Agreement shall accelerate and become vested. However, notwithstanding the foregoing, if the acquiring or successor entity in the Change of Control (the “Buyer”) so elects on or prior to the first anniversary date that the Change of the Date of AwardControl is consummated, with respect to 25% of the shares Unvested Portion, or any assets or other property issued or issuable upon the exercise or conversion of Common Stock such Unvested Portion (the “Retention Amount”), may be placed into escrow by the Buyer and shall be subject to this Restricted Stock Unit on forfeiture until the second earlier of (A) the one-year anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the closing date of the earliest Change of Control or (B) the last date upon which the Unvested Portion would have otherwise vested under the vesting schedule for such stock options in effect immediately prior to the Change of Control (such earlier date is referred to as the “Release Date”). In the event that the Executive remains an employee of the following events Company (ior of the Buyer) from the Participant’s death closing date of the Change of Control until the Release Date, then on such Release Date, the Retention Amount shall be released from escrow and delivered to the Executive. In the event that the Executive no longer remains employed by the Company (or (iiby the Buyer) from the closing date of the Change of Control until the Release Date, for any reason other than termination of the Participant’s employment on account of Disability; provided that Executive by the Participant remains Buyer without Cause (as defined in Section 6.1 below) or resignation by the continuous employ of Executive for Good Reason (as defined in Section 6.4 below), then the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) Retention Amount shall be forfeited, and forfeited by the Participant shall have no further rights with respect to Executive. In the Restricted Stock Units, upon the event of a termination of the Participant’s employment with Executive without Cause by the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result Buyer or resignation by the Executive for Good Reason from the closing date of the Participant’s death Change of Control until the Release Date, then the Retention Amount shall be released from escrow and delivered to the Executive immediately upon such termination without Cause or termination of the Participant’s employment on account of Disabilitysuch resignation for Good Reason.

Vesting. Except as provided If the Employee has remained continuously employed by the Company through the vesting dates specified on the cover page hereof, Unvested Shares shall become Vested Shares (or shall “vest”) on such dates in paragraph 2(d), an amount equal to the Participantnumber of shares set opposite the applicable date on the cover page hereof. Option Shares that have been issued and which are “Unvested Shares” shall be subject to the Company’s interest Repurchase Option described in Section 6 unless and until they become “Vested Shares.” Any vesting of shares under this option shall first be deemed to apply to shares issued upon exercise of this option (in the Restricted Stock Units order of such exercise) and then to unissued shares subject to this option; and any exercise of this option shall vest and become non-forfeitablebe deemed to apply first to any then unissued Vested Shares. The Employee agrees not to sell, so long as the Participant remains in the continuous employ assign, transfer, pledge, hypothecate, gift, mortgage or otherwise encumber or dispose of (except to the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect any successor to the remaining 25% Company) all or any Unvested Shares or any interest therein, and any Unvested Shares purchased upon exercise of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share option shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered be held in escrow by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences terms of this paragraph 2(a) Section 17 below unless and until they become Vested Shares. The term “Option Shares” used without reference to either Unvested Shares or Vested Shares shall be forfeitedmean both Unvested Shares and Vested Shares, without distinction. In addition, in the event the Company’s Repurchase Option is triggered pursuant to Section 6 below, and the Participant shall have no further rights with respect Company elects not to exercise its option for the Restricted Stock Unitsrepurchase of any or all of the Unvested Shares, then upon the termination expiration of the Participant’s employment with Repurchase Option Period, any and all Option Shares not repurchased by the Company and shall become Vested Shares. The Board may, in its Affiliates other than with respect to Restricted Stock Units that become vested as a result discretion, accelerate any of the Participant’s death foregoing vesting dates. The foregoing rights are cumulative and (subject to Sections 4 or termination 5 hereof if the Employee ceases to be employed by the Company) may be exercised only before the date which is ten years from the date of the Participant’s employment on account of Disabilitythis option grant.

Vesting. Except as provided in paragraph 2(d), the Participant’s interest in the Restricted Stock Units (a) The Option shall vest with respect to the Applicable Percentage (as defined herein) of Option Shares if and become non-forfeitable, only so long as the Participant remains in the continuous employ of Executive is and has continued to be employed by the Company or an Affiliate from any of its Subsidiaries through such vesting date. The Applicable Percentage shall mean that the Date of Award, Option shall vest over five (5) years with respect to 5020% of the shares of Common Stock subject to this Restricted Stock Unit Option Shares vesting on the first anniversary of the Date effective date of Awardthe Employment Agreement and 1/60th of the Option Shares vesting on a monthly basis thereafter until the Option is 100% vested (i.e., over four years). Notwithstanding anything to the contrary herein, the Applicable Percentage shall not increase once the Executive ceases to be employed by the Company or its Subsidiaries except and solely to the extent provided in the Employment Agreement; provided, however, that if Executive’s continuous service with the Company or its Subsidiaries is involuntarily terminated without Cause prior to the first anniversary of the effective date of the Employment Agreement, the Option shall be 20% vested as of the termination date. (b) Until such time as the Option has expired pursuant to this Agreement, Executive may exercise the Option pursuant to Section 2 above whether or not such Option has vested pursuant to subsection (a) above: provided that Executive shall enter into a restricted stock agreement with respect to 25% such Option Shares in form and substance satisfactory to the Board in its sole discretion (it being understood that such restricted stock agreement will provide, among other things, that the Option Shares issued in respect of the shares unvested portion of Common Stock the Option will continue to be subject to this Restricted Stock Unit on vesting (pursuant to the second anniversary same vesting schedule as provided in subsection (a) above), the untested Option Shares shall be subject to repurchase at the lower of Original Cost and Fair Market Value and Executive shall grant a proxy to give to Parthenon the vote for all of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the ParticipantOption Shares in Parthenon’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of Disabilitysole discretion.

Vesting. (a) To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, as calculated in accordance with Section 4 (the “Earned Amount”), and the Participant’s rights to such vested number of Restricted Share Units shall become nonforfeitable as of the last day of the Performance Period, subject to Section 3(d) below. Except as provided in paragraph 2(d)Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. (b) In the event the Participant dies or terminates employment on account of Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as is equal to the product of (i) the Earned Amount that the Participant would have earned had he not died or had his employment terminated on account of Disability and (ii) the quotient of (A) the number of days beginning with the first day of the Performance Period and ending on the date of the Participant’s interest death or the date the Participant’s employment is terminated as a result of Disability, as applicable, and (B) the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria shall vest) and the Participant’s, or the Participant’s estate’s or beneficiaries’ in the event of Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units shall vest and become non-forfeitable, so long as would have been issued pursuant to Section 5 hereof had the Participant remains in the continuous employ not died or had his employment terminated on account of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of AwardDisability. Notwithstanding the foregoing, any unvested the Committee may, in its sole and absolute discretion, subject to the requirements of Section 409A of the Code, approve the vesting of more of the Restricted Stock Share Units covered by than would otherwise vest based on the application of the provisions of this Agreement, shall vest Section 3(b) upon the date death of the earliest of the following events (i) the Participant’s death Participant or (ii) the termination of the Participant’s employment on account of Disability; provided that . (c) In the Participant remains event this Award Agreement is assumed in connection with a Change in Control, the continuous employ of Committee shall make such adjustments to the Performance Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment with or service to the Company or an Affiliate from any of its Affiliates is terminated for any reason within twelve months after the Date Company obtains actual knowledge that a Change in Control has occurred (and before the Restricted Share Units otherwise have become vested under Section 3(a) or (b)), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for the Award until avoidance of doubt, no additional amount of Restricted Share Units in which the occurrence of such earliest event. Restricted Stock Units that Participant may have not vested been entitled to vest in accordance with the preceding sentences of this paragraph 2(aPerformance Criteria shall vest) shall be forfeited, and the Participant Participant’s rights to such vested amount of Restricted Share Units shall have no further rights become nonforfeitable as of the date on which the Participant’s employment with respect or service to the Restricted Stock UnitsCompany is terminated. (d) Except as provided in Section 3(b) or (c) above or in Section 4.4(a) of the Employment Agreement, upon the termination of if the Participant’s employment with the Company and its Affiliates other than with respect terminates for any reason prior to Restricted Stock Units that become vested as a result the expiration of the Participant’s death or termination of Performance Period, all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable to the Participant’s employment on account of Disability.

Vesting. Except as provided in paragraph 2(d)(a) Subject to the other provisions of this Paragraph 2, the Participant’s interest in the Restricted Stock Performance Units shall vest and become non-forfeitableas of December 31, so long as 2014 (the Participant remains in “Service Date”) to the continuous employ of extent determined by the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit Committee based on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock attached Exhibit A. Any Performance Units that have do not vested in accordance with vest due to failure to fully satisfy the preceding sentences of this paragraph 2(aapplicable performance goal(s) or service condition(s) shall be forfeited, forfeited and the Participant Grantee shall not have no any further rights with respect to those Performance Units. (b) If the Restricted Stock UnitsGrantee’s service with the Employer ceases prior to the Service Date due to the Grantee’s death or “total disability” (as defined below), upon the termination Grantee shall become vested in a pro-rata portion of the ParticipantPerformance Units. The pro-rata portion shall be determined by multiplying (i) the Target Award by (ii) a fraction, (A) the numerator of which is the number of days of continuous service performed by the Grantee for the Employer during the period beginning January 1, 2013 and ending on the Service Date (the “Performance Period”), and (B) the denominator of which is 730. Any Performance Units that do not vest in connection with such death or total disability shall be forfeited as of the date the Grantee’s employment service ceases and the Grantee shall not have any further rights with respect to those Performance Units. (c) If the Grantee’s service with the Employer ceases prior to the Service Date due to (i) a termination by the Employer without “cause” (as defined below), or (ii) a resignation by the Grantee with “good reason” (as defined below), then the Grantee shall become vested as of the Service Date in a number of Performance Units determined by multiplying (A) the number of Performance Units that would otherwise have then vested under Paragraph 2(a) above (but for the cessation of the Grantee’s service), by (B) a fraction, (1) the numerator of which is the number of days of continuous service performed by the Grantee for the Employer during the Performance Period, and (2) the denominator of which is 730, subject to the Grantee’s execution and delivery of a general release of claims against the Company and its Affiliates other than affiliates in a form prescribed by the Company and subject further to that release becoming irrevocable within 45 days following the Grantee’s cessation of service. Any Performance Units that cannot vest because of the pro-ration described above will be forfeited as of the date the Grantee’s service ceases and the Grantee shall not have any further rights with respect to Restricted Stock those Performance Units. Any Performance Units that become vested as a result do not vest because of the Participant’s death or termination failure to fully satisfy the applicable performance goal(s) shall be forfeited as of the ParticipantService Date and the Grantee shall not have any further rights with respect to those Performance Units. (d) If prior to the Service Date the Grantee’s employment on account or service with the Employer ceases for any reason other than those described in Paragraphs 2(b) or 2(c) above, or if the Grantee’s service is terminated by the Employer for cause (or due to a resignation by the Grantee in anticipation of Disabilitya termination for cause) after the Service Date and before the payment date described below in Paragraph 3, all the Performance Units shall be immediately forfeited and the Grantee shall not have any further rights with respect to this Grant. (e) For purposes of this Agreement:

Vesting. Except as provided in paragraph 2(d)If there has not been a Termination of Service during the ------- Restriction Period, then upon the expiration of the Restriction Period, the Participant’s interest Executive shall become 100% vested in the shares of Restricted Stock Units awarded hereunder, and shall vest and own those shares free of all restrictions otherwise imposed by this Agreement. In addition, the Executive shall also become non-forfeitable, so long as the Participant remains fully vested in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 50% all of the shares of Common Stock subject to this Restricted Stock Unit on awarded hereunder prior to the first anniversary end of the Date Restriction Period, and become owner of Awardsuch shares free of all restrictions otherwise imposed by this Agreement, with respect to 25% as follows: (a) The Executive shall become fully vested in all of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary awarded hereunder as of the Date date of Award the Executive's Termination of Service, if such Termination of Service occurs on or after that date which is 90 days prior to the date of the Change in Control by reason of the Executive's death, Total Disability or retirement in accordance with Company policies concerning executive retirement as in effect on September 1, 2000; or (b) The Executive shall become fully vested in all of the shares of Restricted Stock awarded hereunder as of the date of the Termination of Service, if the Executive is Terminated Without Cause or the Executive Resigns for Good Reason at any time on or after that date which is 90 days prior to the Change in Control; or (c) The Executive shall become fully vested in all of the shares of Restricted Stock awarded hereunder upon the occurrence of a Change in Control and the obligations of IMCO under this Agreement with respect to the remaining 25% Award are not fully assumed or replaced by equivalent substitute award(s), as more fully described in paragraph 7 below; or (d) If in connection with a Change of Control the obligations of IMCO under this Agreement with respect to the Award are assumed or equivalent substitute award(s) are granted in lieu thereof, but a subsequent Change in Control occurs before the expiration of the Restriction Period, then effective upon such subsequent Change in Control, the Executive shall become fully vested in all of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Awardawarded hereunder, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Awardas more fully described in paragraph 7 below. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of Disability.EXHIBIT A

Vesting. Except as provided On each Measurement Date set forth in paragraph 2(d)Column 1 below, the Participant’s interest in the Restricted Stock Units Option shall vest and become non-forfeitable, so long as exercisable for the Participant remains in the continuous employ corresponding number of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on set forth in Column 2 below if the first anniversary Optionee's employment has not terminated. The "Vested Portion" of the Option as of any particular date shall be the cumulative total of all shares for which the Option has become exercisable as of that date. ------------------------------------------------- Column 1 Column 2 Shares Vesting on Measurement Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Measurement Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- Notwithstanding the foregoing, in the event the Optionee's employment with the Company and/or any unvested Restricted Stock Units covered by this AgreementParent Corporation or Subsidiary Corporation is terminated within _______ (___) year(s) after a "Change in Control" then, immediately prior to the effective date of such termination, all Options or converted rights which have not expired, shall vest become fully vested and exercisable (if not already vested and exercisable) by Optionee for a period of three (3) months thereafter. In addition, upon the date a Change in Control, pursuant to Section 7.2 of the earliest of Plan, this Option shall be canceled and automatically converted into the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested right to receive, and thereafter shall be exercisable for, in accordance with the preceding sentences Plan and this Agreement, the securities, cash and/or other consideration that a holder of this paragraph 2(a) shall be forfeited, the shares underlying the Options would have been entitled to receive upon consummation of a Change in Control had such shares been issued and the Participant shall have no further rights with respect outstanding immediately prior to the Restricted Stock Units, upon the termination effective date and time of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result Change in Control (net of the Participant’s death or termination of the Participant’s employment on account of Disabilityappropriate exercise prices).

Vesting. Except as provided in paragraph 2(d), (a) Subject to the Participant’s interest in continued Employment with the Restricted Stock Units Company, the Option shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, exercisable with respect to 5025% of the shares of Common Stock subject to this Restricted Stock Unit Shares initially covered by the Option on the first anniversary of the Date of AwardGrant, and thereafter with respect to 251.562% of the shares of Common Stock subject to this Restricted Stock Unit Shares initially covered by the Option on the second anniversary last day of each subsequent month. At any time, the portion of the Date of Award 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 the remaining 2550% of the shares of Common Stock subject to this Restricted Stock Unit on then unvested and unexercisable Shares, (y) the third anniversary remaining Shares that are not then vested and exercisable shall be canceled by the Company without consideration, and (z) the Vested Portion of the Date of Award; provided that no fraction of a share Option shall become remain exercisable for the period set forth in Section 3(a). (ii) If the Participant’s Employment with the Company is terminated for any reason other than death or Disability, the Option shall, to the extent not then vested on and exercisable, be canceled by the first or second anniversaries Company without consideration and the Vested Portion of the Date Option shall remain exercisable for the period set forth in Section 3(a). (c) Notwithstanding any other provisions of Award, with the amount of shares becoming vested on such anniversaries being rounded down this Agreement to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events contrary: (i) in the Participant’s death or event of a Change in Control, (iix) the Option shall, to the extent not then vested and exercisable and not previously canceled, become vested and exercisable with respect to 50% of the then unvested and unexercisable Shares as of immediately prior to the Change in Control as contemplated by Section 9(b) of the Plan, and (y) 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 on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment Employment with the Company without Cause or with Good Reason during the 12-month period following such Change of Control; and (ii) in the event of an Exit Event, the Option shall, to the extent not then vested and its Affiliates other than with respect exercisable and not previously canceled, become fully vested and exercisable as of immediately prior to Restricted Stock Units that become vested the Exit Event as a result contemplated by Section 9(b) of the Participant’s death or termination Plan. The Vested Portion of the Participant’s employment on account of DisabilityOption shall remain exercisable for the period set forth in Section 3(a).

Vesting. Except as provided in paragraph 2(d), (a) Subject to the Participant’s interest in continued employment with the Company, the Restricted Stock Units Shares shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, nonforfeitable with respect to 50% one fifth (1/5) of the shares Shares initially granted hereunder on each of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second five anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of AwardGrant Date. Notwithstanding the foregoing, in the event the above vesting schedule results in the vesting of any unvested Restricted Stock Units covered by this Agreementfractional Shares, such fractional Shares shall not be deemed vested hereunder but shall vest upon the date of the earliest of the following events and become nonforfeitable when such fractional Shares aggregate whole Shares. (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of If the Participant’s employment with the Company and its Affiliates is terminated by the Participant for Good Reason (as defined below) or by the Company without Cause (as defined below) (other than with respect to Restricted Stock Units that become vested as a result of the ParticipantCompany’s election not to extend the Term of the Employment Agreement (as defined below) as contemplated by Section 2 of the Employment Agreement, or by reason of death or Disability (as defined below)), then the Restricted Shares shall vest with respect to the greater of (x) the percentage of Restricted Shares that otherwise would have vested on the next anniversary of the Grant Date if no such termination had occurred and (y) the percentage of Restricted Shares so that, in the aggregate, 150,000 Restricted Shares would then be vested hereunder. (ii) If the Participant’s employment on account with the Company is terminated for any reason other than as set forth in Section 2(b)(i), then the Restricted Shares shall, to the extent not then vested, be forfeited by the Participant without consideration. (iii) For purposes of this Agreement the (x) the term “Employment Agreement” shall mean the Amended and Restated Employment Agreement between the Participant and the Company dated as of July 23, 2002 and (y) the terms “Cause,” “Good Reason,” “Disability” and “Change of Control” shall have the respective meanings specified in such Amended and Restated Employment Agreement.

Vesting. Except as provided in paragraph 2(d)If there has not been a Termination of Service during the ------- Restriction Period, then upon the expiration of the Restriction Period, the Participant’s interest Executive shall become 100% vested in the shares of Restricted Stock Units awarded hereunder, and shall vest and own those shares free of all restrictions otherwise imposed by this Agreement. In addition, the Executive shall also become non-forfeitable, so long as the Participant remains fully vested in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 50% all of the shares of Common Stock subject to this Restricted Stock Unit on awarded hereunder prior to the first anniversary end of the Date Restriction Period, and become owner of Awardsuch shares free of all restrictions otherwise imposed by this Agreement, with respect to 25% as follows: (a) The Executive shall become fully vested in all of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary awarded hereunder as of the Date date of Award the Executive's Termination of Service, if such Termination of Service occurs on or after that date which is 90 days prior to the date of the Change in Control by reason of the Executive's death, Total Disability or retirement in accordance with Company policies concerning executive retirement as in effect on September 1, 2000; or (b) The Executive shall become fully vested in all of the shares of Restricted Stock awarded hereunder as of the date of the Termination of Service, if the Executive is Terminated Without Cause or the Executive Resigns for Good Reason at any time on or after that date which is 90 days prior to the Change in Control; or (c) The Executive shall become fully vested in all of the shares of Restricted Stock awarded hereunder upon the occurrence of a Change in Control and the obligations of IMCO under this Agreement with respect to the remaining 25% Award are not fully assumed or replaced by equivalent substitute award(s), as more fully described in paragraph 7 below; or (d) If in connection with a Change of Control the obligations of IMCO under this Agreement with respect to the Award are assumed or equivalent substitute award(s) are granted in lieu thereof, but a subsequent Change in Control occurs before the expiration of the Restriction Period, then effective upon such subsequent Change in Control, the Executive shall become fully vested in all of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Awardawarded hereunder, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains as more fully described in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of Disability7 below.

Vesting. Except Subject to the provisions contained herein, your option will vest as provided in paragraph 2(d), your Grant Notice. Vesting will cease upon the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ termination of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Awardyour Continuous Service. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events provisions shall apply: (a) In the event your Continuous Service is terminated due to your Disability, then the vesting and exercisability of your option shall accelerate in an amount equal to the lesser of (i) the Participant’s death or then remaining unvested shares covered by your option, and (ii) the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-six (36) months (or such lesser period of time as is determined by the Board) after the date of such termination. (b) In the event your Continuous Service is terminated due to your death or in the event that you die within 3 months following the termination of your service for any reason other than Cause, then the Participant’s employment on account vesting and exercisability of Disability; provided your option shall accelerate in an amount equal to the lesser of (i) the then remaining unvested shares covered by your option, and (ii) the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-six (36) months (or such lesser period of time as is determined by the Participant remains Board) after the date of such termination. (c) In the event of either a Change in Control or a Corporate Transaction that is not a license, and you have not terminated your Continuous Service prior to the continuous employ effective date of the Change in Control or Corporate Transaction, then the vesting and exercisability of your option will be accelerated in full upon the effective date of such Change in Control or Corporate Transaction. (i) If any payment or benefit you would receive from the Company or an Affiliate from otherwise in connection with a Change in Control or other similar transaction (a “280G Payment”) would (i) constitute a “parachute payment” within the Date meaning of Section 280G of the Award until Code, and (ii) but for this sentence, be subject to the occurrence excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a280G Payment (a “Payment”) shall be forfeitedequal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Participant Excise Tax (all 1. computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall have no further rights occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (ii) Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (iii) Unless you and the Company agree on an alternative accounting firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of a Change in Control triggering the Payment shall perform the aforementioned calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the Restricted Stock Unitsdeterminations by such accounting firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to provide its calculations, upon together with detailed supporting documentation, to you and the termination Company within fifteen (15) calendar days after the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by you or the Company) or such other time as requested by you or the Company. (iv) If you receive a Payment for which the Reduced Amount was determined pursuant to clause (x) of the Participant’s employment with first paragraph of this Section 1(c) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you shall promptly return to the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result sufficient amount of the Participant’s death or termination Payment (after reduction pursuant to clause (x) of the Participant’s employment on account first paragraph of Disabilitythis Section 1(c) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section 1(c), you shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Vesting. Except (a) The Shares subject to the Option shall become vested as provided in paragraph 2(d), the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 50follows: (i) 33.3% of the shares of Common Stock Shares subject to this Restricted Stock Unit the Option shall vest on the first anniversary of the Date of Award, with respect to 25Grant; (ii) 33.3% of the shares of Common Stock Shares subject to this Restricted Stock Unit the Option shall vest on the second anniversary of the Date of Award Grant; and with respect to the remaining 25(iii) 33.4% of the shares of Common Stock Shares subject to this Restricted Stock Unit the Option shall vest on the third anniversary of the Date of Award; provided that no fraction of Grant (each a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability“Vesting Date”); provided that the Participant remains in the continuous employ of employment with the Company or an Affiliate from its Affiliates through, and has not given or received a notice of termination of such employment as of, the Date 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 the Vesting Date, (i) this Option Award Agreement shall terminate and all rights of the Award until Participant with respect to the occurrence of such earliest event. Restricted Stock Units Shares subject to the Option that have not vested in accordance with shall immediately terminate, (ii) any such unvested Shares subject to the preceding sentences of this paragraph 2(a) Option shall be forfeitedforfeited without payment of any consideration, and (iii) neither the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested Shares subject to the Option. (c) If the Participant’s employment with is terminated either (x) by the Company and its Affiliates other than with respect without Cause or (y) due to Restricted Stock Units that become vested as a result of the Participant’s death or Disability, and provided in each case that the Participant (or the Participant’s estate, if applicable) 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 portion of the Shares subject to the Option that are scheduled to vest on the next applicable Vesting Date shall immediately vest on the date of such termination of employment, (ii) this Option Award Agreement shall terminate and all rights of the Participant with respect to the portion of the Shares subject to the Option, if any, that have not vested as of the date of termination in accordance with this Section 2(c) shall immediately terminate, (iii) any such unvested Shares subject to the Option shall be forfeited without payment of any consideration, and (iv) neither the Participant nor any of the Participant’s employment on account of Disabilitysuccessors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested Shares subject to the Option.

Vesting. Except as provided in paragraph 2(d), the Participant’s interest in the Restricted Stock Units A. The Participant shall vest and become have a non-forfeitable, so long as the Participant remains in the continuous employ forfeitable right to a portion of the Company Award only upon the vesting dates specified on your Fidelity stock plan account, except as otherwise provided herein or an Affiliate from determined by the Date Committee in its sole discretion. No portion of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of any Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first vesting date unless the Participant is then, and since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then outstanding and unvested portion of the Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the Plan. B. The Award will become vested in three equal installments on each of the first, second and third anniversaries of the Grant Date of Award, with (the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; “Vesting Period”). C. Except as otherwise provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock UnitsPlan, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect for any reason, any portion of the Award that is not then vested will promptly terminate, except as follows: (i) any portion of the Award held by the Participant immediately prior to Restricted Stock Units that the Participant’s termination of employment on account of death or Disability will, to the extent not vested previously, become fully vested as a result of upon the Participant’s death or Disability; and (ii) any portion of the Award held by the Participant immediately prior to the Participant’s Retirement, to the extent not vested previously, will become fully vested upon the Participant’s Retirement for fifty percent (50%) of the number of shares covered by such unvested portion and for an additional ten percent (10%) of the number of shares covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested portion of the Award. For the avoidance of doubt, Retirement means the Participant’s leaving the employment of the Company and its Affiliates after reaching age 55 with ten (10) consecutive years of service with the Company or its Affiliates, but not including pursuant to any termination For Cause or any termination for insufficient performance, as determined by the Company. D. Notwithstanding anything herein to the contrary, any portion of the Award held by a Participant or a Participant’s permitted transferee immediately prior to the cessation of the Participant’s employment For Cause shall terminate at the commencement of business on account the date of Disabilitysuch termination.

Vesting. Except as (a) Employee shall vest one hundred percent (100%) of the Restricted Shares on , provided that Employee remains continuously in paragraph 2(d)Employment by the Company through such date. (b) Notwithstanding Section 3(a) hereof, but subject to the Participantprovisions of Section 3(b)(vi) hereof, (i) Employee shall become fully (100%) vested in all of the Restricted Shares on the date of Employee’s interest death or Disability; (ii) Employee shall be fully (100%) vested in all of the Restricted Shares on the effective date of Employee’s Retirement; (iii) Employee shall be fully (100%) vested in all of the Restricted Shares on the day immediately prior to the date of such Change in Control; (iv) In the event that Employee’s Termination of Employment is other than due to death, Disability, Resignation, Retirement, or Cause, Employee shall be fully (100%) vested in all of the Restricted Shares on the effective date of Employee’s Termination of Employment; (v) In the event that the Affiliate which is the employer of Employee is sold, otherwise disposed of or ceases to be an Affiliate, or in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ event of the Company sale or an Affiliate from other disposition (in one transaction or a series of related transactions) of all or substantially all of the Date assets of Award, the division or business unit with respect to 50% which Employee is employed, the Committee may, in its sole discretion, provide that Employee will become fully (100%) vested in all of the shares of Common Stock subject to this Restricted Stock Unit on Shares upon the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum consummation of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. transaction; and (vi) Notwithstanding the foregoingvesting provisions of this Section 3, in the event of Employee’s Resignation (as defined herein) or Termination of Employment for Cause (as defined herein), Employee’s rights to receive any unvested Restricted Stock Units covered by this AgreementShares shall remain unvested, shall vest upon and concurrent with the effective date of the earliest such Resignation or Termination of Employment, Employee shall forfeit all of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of Restricted Shares. On such date, all such Restricted Shares shall be transferred to the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of Disabilitywithout consideration.

Vesting. Except (a) The Option shall become vested and exercisable (subject to Section 5(b) hereof) as provided in paragraph 2(d), follows: (i) the Participant’s interest in the Restricted Stock Units Option shall vest become vested and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, exercisable with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit 1,350,000 Shares on the second anniversary of the Date of Award Grant and (ii) the Option shall become vested and exercisable with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit 1,350,000 Shares on the third anniversary of the Date of AwardGrant (each a “Vesting Date”), with an equal number of Shares at each exercise price becoming vested and exercisable on each Vesting Date; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, Optionee remains in continuous employment with the amount Corporation or an Affiliate thereof through, and has not given or received a notice of shares becoming vested on termination of such anniversaries being rounded down employment as of, the applicable Vesting Date. (b) Notwithstanding anything set forth in Section 3(a) to the nearest whole number of shares that will vest on such anniversary contrary, if the Optionee’s employment with the Corporation and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events its Affiliates is terminated (i) by the Participant’s death Corporation or such Affiliate without Cause or (ii) by the termination of the Participant’s employment on account of Disability; provided that the Participant remains Optionee for “Good Reason” (as defined in the continuous employ of employment agreement by and between the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, Corporation and the Participant Optionee as in effect from time to time), then the Option shall have no further rights immediately become vested and exercisable (subject to Section 5(b) hereof) with respect to the Restricted Stock Unitsnumber of Shares subject to the Option that are scheduled to become vested and exercisable on the next Vesting Date, upon if any. Any other portion of the Option that has not become vested and exercisable as of the date of such termination of employment shall be forfeited without the Participantpayment of any consideration, and neither the Optionee nor any of the Optionee’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such portion of the Option. (c) Except as set forth in Section 3(b) hereof, if the Optionee’s employment with is terminated for any reason, any portion of the Company and its Affiliates other than with respect to Restricted Stock Units Option that has not become vested and exercisable as a result of the Participant’s death or date of such termination of employment shall be forfeited without the Participantpayment of any consideration, and neither the Optionee nor any of the Optionee’s employment on account successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such portion of Disabilitythe Option.

Vesting. Except Subject to the provisions contained herein, your option will vest as provided in paragraph 2(d), your Grant Notice. Vesting will cease upon the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ termination of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Awardyour Continuous Service. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events provisions shall apply: (a) In the event your Continuous Service is terminated due to your Disability, then the vesting and exercisability of your option shall accelerate in an amount equal to the lesser of (i) the Participant’s death or then remaining unvested shares covered by your option, and (ii) the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-six (36) months (or such lesser period of time as is determined by the Board) after the date of such termination. (b) In the event your Continuous Service is terminated due to your death or in the event that you die within 3 months following the termination of your service for any reason other than Cause, then the Participant’s employment on account vesting and exercisability of Disability; provided your option shall accelerate in an amount equal to the lesser of (i) the then remaining unvested shares covered by your option, and (ii) the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-six (36) months (or such lesser period of time as is determined by the Participant remains Board) after the date of such termination. (c) In the event of either a Change in Control or a Corporate Transaction that is not a license, and you have not terminated your Continuous Service prior to the continuous employ effective date of the Change in Control or Corporate Transaction, then the vesting and exercisability of your option will be accelerated in full upon the effective date of such Change in Control or Corporate Transaction. (i) If any payment or benefit you would receive from the Company or an Affiliate from otherwise in connection with a Change in Control or other similar transaction (a “280G Payment”) would (i) constitute a “parachute payment” within the Date meaning of Section 280G of the Award until Code, and (ii) but for this sentence, be subject to the occurrence excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a280G Payment (a “Payment”) shall be forfeitedequal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Participant Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall have no further rights occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (ii) Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (iii) Unless you and the Company agree on an alternative accounting firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of a Change in Control triggering the Payment shall perform the aforementioned calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the Restricted Stock Unitsdeterminations by such accounting firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to provide its calculations, upon together with detailed supporting documentation, to you and the termination Company within fifteen (15) calendar days after the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by you or the Company) or such other time as requested by you or the Company. (iv) If you receive a Payment for which the Reduced Amount was determined pursuant to clause (x) of the Participant’s employment with first paragraph of this Section 1(c) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you shall promptly return to the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result sufficient amount of the Participant’s death or termination Payment (after reduction pursuant to clause (x) of the Participant’s employment on account first paragraph of Disabilitythis Section 1(c) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section 1(c), you shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Vesting. Except as provided in paragraph 2(d), (a) Subject to the Participant’s interest in continued Employment with the Restricted Stock Units Company, the Option shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, forfeitable with respect to 50% thirty-three and one-third percent (33.3%) of the shares of Common Stock subject to this Restricted Stock Unit stock options on the first anniversary each of the Date of Awardfirst, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of AwardGrant. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon in the date of event the earliest of the following events Participant’s Employment is terminated (i) by the Participant’s death Company without Cause, or (ii) due to death or Disability, then the termination Option shall be deemed to vest on a pro-rata daily basis over the four-year period commencing on the Date of Grant through the date of termination. At any time, the portion of the Option which has become vested and exercisable as described above (or pursuant to Section 2(c) below) is hereinafter referred to as the “Vested Portion”. (b) If the Participant’s employment on account Employment with the Company is terminated for any reason, the Option shall, to the extent not then vested, be canceled by the Company without consideration and the Vested Portion of Disability; provided that the Option shall remain exercisable for the period set forth in Section 3(a). Notwithstanding the foregoing, if the Participant remains in the continuous employ breaches any of the terms or restrictive covenants set forth in any applicable agreement between the Company and the Participant, including but not limited to any employment agreement, non-compete agreement or an Affiliate from non-solicitation agreement, either during or following the Date Participant’s Employment, the entire Option (including, without limitation, the Vested Portion of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(aOption) shall be cancelled by the Company without consideration and no portion of the Option shall remain exercisable. (c) Notwithstanding any other provisions of this Agreement to the contrary, in the event of a Change in Control the Option shall, to the extent not then vested and not previously forfeited, immediately become fully vested and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of Disabilityexercisable.

Vesting. Except as provided Unless otherwise specified by the Board in paragraph 2(dthe terms of grant and subject to the terms of the Plan and any Separate Agreement (if applicable), the Participant’s interest in Common Shares subject to the Restricted Stock Units shall Options granted under this Agreement will vest and become nonbe available to the Optionee to purchase (prior to expiry of the Options as provided for in Section 2.2 above) as follows: (1) ¼ (one quarter) on first anniversary [NTD: if new employee on 1st Anniversary, if Annual Grant on specific date (Jan 1)] of the grant of the Option; and (2) 1/48 (one forty-forfeitableeighth) on a monthly basis over the three (3) years following the [first anniversary] [or specific date] of the grant of the Option, so long as in equal amounts, on the Participant remains in last day of each month; provided that: (3) if the continuous employ Optionee ceases to be an “Eligible Person” due to termination of employment by the Company or an Affiliate from any of its subsidiaries or any of its Affiliates without Cause or alleged constructive dismissal or due to voluntary termination by the Date Optionee (other than Retirement), all Common Shares subject to Options granted under this Agreement which are not yet available for purchase as provided for above (the “Unvested Options”) will immediately be cancelled on the effective date of Awardsuch termination, with respect which shall be deemed to 50% be the last day the Optionee actively works in the business of the shares Company, any of Common Stock subject its subsidiaries or any of its Affiliates (or in the case of an alleged constructive dismissal, the date on which the alleged constructive dismissal is alleged to this Restricted Stock Unit have occurred), and no statutory, contractual or common law notice entitlement or any entitlement to compensation in lieu of such notice shall operate to extend the vesting of Options past said deemed termination date; (4) if the Optionee ceases to be an “Eligible Person” due to voluntary termination of employment by the Optionee (other than Retirement), all Unvested Options will immediately be cancelled on the first anniversary effective date of such termination; (5) if the Optionee ceases to be an “Eligible Person” due to termination by the Company, any of its subsidiaries or any of its Affiliates of the Date of AwardOptionee’s employment for Cause, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit all Unvested Options will immediately be cancelled on the second anniversary of date when the Date of Award and with respect to Company, its subsidiary or its Affiliate, as the remaining 25% of case may be, notifies the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum Optionee of such fractional shares not so vested termination; (6) if the Optionee ceases to be an “Eligible Person” due to Retirement, all Unvested Options will immediately be cancelled on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of Retirement unless the earliest Board of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested Directors has expressly granted continued vesting after Retirement in accordance with the preceding sentences schedule provided for in Subsections 2.8(1), (2) and (3) or such other schedule at the Board of Directors’ discretion; (7) if the Optionee ceases to be an “Eligible Person” due to disability or before the expiry of the period for exercise as provided for in Subsections 2.2(2) and 2.2(4) above, all Unvested Options will be immediately be cancelled on the date the Optionee ceases to be an Eligible Person; and (8) if the Optionee dies before ceasing to be an “Eligible Person” or before the expiry of the period for exercise as provided for in Subsections 2.2(2) and 2.2(4) above, all Unvested Options will be immediately cancelled on the date of death. Notwithstanding the above, the vesting of the Common Shares subject to the Options shall be subject to any vesting acceleration provisions applicable to this Option contained in the Plan and/or any Separate Agreement. Further, and notwithstanding the above, and for greater certainty for the purposes of this paragraph 2(a) shall be forfeited, Agreement and the Participant shall have no further rights with respect to Plan, if the Restricted Stock UnitsOptionee’s employment is terminated by the Company, upon any of its subsidiaries or any of its Affiliates and prior thereto, concurrently therewith or immediately thereafter the termination of the Participant’s Optionee commences employment with the Company Company, any of its subsidiaries or any of its Affiliates, as the case may be, the Optionee will not cease to be an “Eligible Person” and its Affiliates other than with respect to Restricted Stock Units that become vested the vesting of the Option will not change as a result of such event. Further, and notwithstanding the Participant’s death or termination above, the Board of Directors may at its discretion accelerate the period of time in which any Unvested Options may become exercisable, provided that the Board of Directors determines that such acceleration is appropriate and in the best interest of the Participant’s employment Company in the circumstances and it is agreed and acknowledged that there is no obligation on account the Board of DisabilityDirectors to exercise such discretion nor shall the Board of Directors be required to provide reasons for exercise or non-exercise of such discretion.

Vesting. Except as provided in paragraph 2(d)(a) Subject to the Optionee's continued employment with the Company and compliance with the provisions of this Agreement, the Participant’s interest in the Restricted Stock Units Option shall vest and become nonexercisable annually in equal one-forfeitable, so long as third (1/3) portions (rounded down to the Participant remains in nearest whole share) over the continuous employ of the Company or an Affiliate from the Date of Award, three (3) year period commencing with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% Grant and shall be fully vested and exercisable as of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided Grant. At any given time, the portion of the Option that no fraction of a share shall has become vested on and exercisable as described above (or pursuant to Section 2(c) below) is hereinafter referred to as the first or second anniversaries of "Vested Portion." (b) If the Date of Award, Optionee's employment with the amount of shares becoming vested on such anniversaries being rounded down Company is terminated for any reason prior to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding Grant, this Option shall, to the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date extent not vested as of the earliest last day of the following events Optionee's employment, be cancelled by the Company without consideration and the Vested Portion of the Option as of the Optionee's last day of employment shall remain exercisable for the period set forth in Section 3(a), subject to the terms of Section 10. (c) Notwithstanding any other provision of this Agreement to the contrary, in connection with any merger, consolidation, change in control or similar reorganization (a "Corporate Transaction"), the Committee may in its sole discretion: (i) Provide that any acquiring or successor corporation will assume the Participant’s death Option, to the extent then outstanding, or substitute an equivalent option meeting the requirements of Section 424(a) of the Code for the outstanding portion of the Option; or (ii) Accelerate the termination vesting of any outstanding portion of the Participant’s employment on account of Disability; provided that Option which has not previously vested pursuant to Section 2(a) or provide for the Participant remains in the continuous employ cancellation of the Company or an Affiliate from the Date unvested portion of the Award until Option; and/or (iii) Provide for a cash payment to the occurrence Optionee equal to the excess, if any, of the Fair Market Value of the number of Shares covered by the Vested Portion of the Option then held by the Optionee over the aggregate Exercise Price of the Vested Portion of such earliest eventOption. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant The Committee shall have no further rights obligation to take any such action in connection with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of DisabilityCorporate Transaction.

Vesting. Except as otherwise provided in paragraph 2(d)Sections 5 and 6 of this Agreement, the Participant’s interest in restrictions on the Restricted Stock Units shall vest Shares will lapse and become non-forfeitable, so long as the Participant remains in Shares will no longer be subject to forfeiture on the continuous employ last day of the Company or an Affiliate from the Date Period of AwardRestriction, with respect to 50% provided that both of the shares following conditions are met: (i) you have been continuously employed by the Company as Chief Executive Officer until the last day of Common Stock subject the Period of Restriction and (ii) on or prior to the last day of the Period of Restriction the Compensation and Leadership Development Committee (the "Committee") has certified that the performance goals specified in Exhibit A to this Restricted Stock Unit on Agreement (the first anniversary "Performance Goals") have been satisfied and the Shares have been earned. To the extent the Performance Goals are not satisfied (with the result that either no Shares or less than all Shares have been earned) by the end of the Date Period of AwardRestriction, with respect to 25% then the unearned Shares will be forfeited, effective as of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary last day of the Date Period of Award Restriction. Early lapse of the forfeiture restrictions may occur as described in Sections 6 and 7. Shares that have been earned and with respect to which the remaining 25% Period of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested Restriction has lapsed in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, or Sections 6 or 7 are referred to herein as "Vested Shares." Shares that have not been earned and the Participant shall have no further rights with respect to which the Restricted Stock Units, upon the termination Period of the Participant’s employment Restriction has not lapsed in accordance with the Company preceding paragraph or Sections 6 or 7 are referred to herein as "Unvested Shares." The Unvested Shares will vest (and its Affiliates other than to the extent so vested cease to be Unvested Shares remaining subject to forfeiture) in accordance with respect the preceding paragraph or Sections 6 or 7. Collectively, the Unvested Shares and the Vested Shares are referred to Restricted Stock Units herein as the "Shares." All Vested Shares, including Unvested Shares that become vested as a result are accelerated in accordance with Sections 6 or 7, will be paid in shares of the Participant’s death or termination of the Participant’s employment on account of DisabilityPuget Energy, Inc. common stock.

Vesting. Except as provided in paragraph 2(d)(a) On any date before December 10, 2002, on which the Company satisfies any of the performance goals (each, a "Goal") set forth on Exhibit A annexed hereto, the Participant’s interest in Option will become exercisable for the Restricted number of Shares set forth opposite such Goal on Exhibit A. In the event that that any Goal has not been accomplished before December 10, 2002, the portion of the Performance Stock Units Option relating to such Goal, as reflected on Exhibit A, shall vest and become non-forfeitableexpire. The right to purchase Shares under the Option shall be cumulative, so long as that if the Participant remains in full number of Shares purchasable upon the continuous employ meeting of any Goal shall not be purchased, the balance may be purchased at any time or from time to time thereafter (regardless of whether the Company continues to meet such Goal) but not after the expiration of the Company or an Affiliate from the Date of Award, with respect to 50% Option. Notwithstanding any of the foregoing, in no event may a fraction of a Share be purchased under the Option. The Company shall at all times during the term of this Contract reserve and keep available such number of shares of Common Stock subject as will be sufficient to satisfy the requirements of this Restricted Contract. (b) The Board (or the Stock Unit on the first anniversary Option Committee or any other designated committee of the Date of AwardBoard) shall, with respect to 25% in its reasonable judgment, determine whether any Goal has been satisfied or otherwise fulfilled. Any such determination of the shares of Common Board (or the Stock subject to this Restricted Stock Unit on the second anniversary Option Committee or any other designated committee of the Date Board) shall be conclusive and binding upon the Optionee without any right of Award approval or review. (c) This Option shall become immediately exercisable in full upon the occurrence of a Change in Control (as defined below). A Change in Control shall be deemed to have occurred if (1) there has occurred a change in control as the term "control" is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); (2) when any "person" (as such term is defined in Sections 3(a)(9) and with respect to the remaining 25% 13(d)(3) of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary Exchange Act), except for an employee stock ownership trust (or any of the Date trustees thereof), becomes a beneficial owner, directly or indirectly, of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ securities of the Company representing fifteen percent (15%) or an Affiliate from the Date more of the Award until Company's then outstanding securities having the occurrence right to vote on the election of directors, unless the transaction in which such person becomes such a beneficial owner was approved by a vote of at least two-thirds of the directors then still in office who were directors before such transaction was consummated; (3) during any period of not more than two (2) consecutive years, individuals who at the beginning of such earliest event. Restricted Stock Units that have not vested in accordance with period constitute the preceding sentences of this paragraph 2(a) shall be forfeitedCompany's Board (the "Board"), and any new director whose election by the Participant shall have no further rights with respect to Board or nomination for election by the Restricted Stock Units, upon the termination Company's stockholders was approved by a vote of at least two-thirds (2/3) of the Participant’s employment with directors then still in office who were either directors at the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result beginning of the Participant’s death period or termination whose election or nomination for election was previously approved, cease for any reason to constitute at least fifty-one percent (51%) of the Participant’s employment on account of Disability.entire Board;

Vesting. Except as provided in paragraph 2(d), Subject to the Participant’s interest not having a Termination of Relationship and except as otherwise set forth in Section 7 hereof, the Restricted Stock Units Options shall vest and become non-forfeitableforfeitable and exercisable (any Options that shall have become non-forfeitable and exercisable pursuant to this Section 3, so long the “Vested Options”) as follows: (a) in such percentages as on such dates as set forth on the Participant remains Certificate of Grant of this Award under “Vesting Schedule”; or (b) in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction event of a share shall become vested on the first or second anniversaries Termination of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested Relationship as a result of the Participant’s death death, Disability, or termination a Retirement with Notice (as defined below) (each, a “Special Termination”), the installment of Options scheduled to vest on the next Vesting Date immediately following such Special Termination shall immediately become Vested Options, and the remaining Options which are not then Vested Options shall be forfeited; (c) in the event of (i) the occurrence of a Change of Control and (ii) thereafter, a Termination of Relationship of the Participant’s employment Participant by the Company or any of its Affiliates (or successors in interest) without Cause or by the Participant for Good Reason that occurs prior to the second anniversary of the Change of Control, then each outstanding Option which has not theretofore become a Vested Option pursuant to Section 4(a) shall become a Vested Option on account the date of Disabilitysuch Termination of Relationship; or (d) except as otherwise provided above with respect to a Special Termination, upon a Termination of Relationship for any reason, the unvested portion of the Option (i.e. , that portion which does not constitute Vested Options) shall terminate and cease to be outstanding on the date the Termination of Relationship occurs and shall no longer be eligible to become Vested Options.

Vesting. Except as provided in paragraph 2(d), (a) Subject to the Participant’s interest in continued employment by the Restricted Stock Units shall Company or any of its Affiliates through the Vesting Date (as defined below), 100% of the Option will vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on exercisable upon the third anniversary of the Grant Date of Award; provided that no fraction of a share shall become vested on (the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award“Vesting Date”). Notwithstanding the foregoing, subject to the Participant’s continued employment by the Company or any unvested Restricted Stock Units covered by this Agreementof its Affilaites through the applicable date or event, the Option shall fully vest and become exercisable upon the earliest to occur of: (i) the date of the earliest Participant’s death; (ii) the date of the following events Participant’s Disability; (iii) the date of the Participant’s retirement after he or she (i) has both attained age 62 and completed 10 years of service with the Company, FMC and their respective Affiliates; or (ii) attained age 65 (“Retirement”); (iv) a Change in Control, if the Company’s successor or the surviving entity (or its parent) fails to continue or assume the Option; (v) the Participant’s death Termination of Employment within two years following a Change in Control due to a termination by the Company or its applicable Affiliate without Cause or a resignation by the Participant with Good Reason (iias defined in Section 25), provided (A) the termination Participant executes and delivers to the Company a general release of claims against the Company, FMC and their respective Affiliates in a form prescribed by the Company, and (B) such release becomes irrevocable within 60 days following the Participant’s Termination of Employment or such shorter period specified by the Company. For avoidance of doubt, if this release requirement is not timely satisfied, the Option will be forfeited as of the effective date of the Participant’s employment on account Termination of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, Employment and the Participant shall will have no further rights with respect to the Restricted Stock Units, upon the termination of thereto. (b) Upon the Participant’s employment Termination of Employment for any reason, any Unvested Option (as defined below) will be forfeited immediately and automatically and the Participant will have no further rights with respect thereto. (c) For purposes of this Agreement, (i) “Vested Option” means any portion of the Option which has vested and become exercisable in accordance with the Company terms of this Agreement (including pursuant to Sections ‎2(a)(i)-‎(v)) and its Affiliates other than with respect to Restricted Stock Units that become vested as a result (i) “Unvested Option” means any portion of the Participant’s death or termination of the Participant’s employment on account of DisabilityOption that is not a Vested Option.

Vesting. Except as provided in paragraph 2(d), the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 50% (a) No portion of the shares of Common Stock subject that the Grantee is entitled to this Restricted Stock Unit on receive will be issued until such portion has vested. The RSUs shall vest with respect to [1/4th of the Shares at the first anniversary of the Effective Date of Award, with respect and as to 25% 1/36th of the shares remaining Shares at the end of Common Stock subject to this Restricted Stock Unit on the second anniversary each successive month thereafter, until all of the Shares have vested] OR [one-half of the Shares as of the date that is six months following the Effective Date of Award and with respect to the remaining 25% one-half of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary Shares as of the Date of Award; date that is 12 months from the Effective Date], provided that no fraction of a share shall become vested on the first or second anniversaries of Grantee is then, and since the Grant Date of Awardhas remained, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. in Continuous Employment. (b) [Notwithstanding the foregoing, any in the event of the Involuntary Termination Without Cause of the Grantee’s employment within the term of this Award, the vesting of the Award shall be accelerated such that all of the unvested Restricted Stock Units covered by Shares subject to the RSUs that would have become vested during the term of this Award but for the Involuntary Termination Without Cause (assuming the Grantee’s Continuous Service Status) will so vest as of the effective date of such Involuntary Termination Without Cause. For purposes of this Agreement, shall vest upon the date an “Involuntary Termination Without Cause” is a termination of employment that occurs by reason of the earliest of Grantee’s dismissal for any reason other than Cause or the following events Grantee’s voluntary resignation following: (i) a change in the Participantposition the Grantee accepted with the Company or its Subsidiary that materially reduces the Grantee’s death or level of responsibility, (ii) a material reduction in the termination of Grantee’s base salary, or (iii) the ParticipantGrantee’s relocation by more than 50 miles from the principal office where the Grantee’s employment on account is located at the commencement of Disabilityemployment with the Company; provided that (ii) and (iii) will apply only if the Participant remains in Grantee has not consented to the continuous employ change or relocation. “Cause” shall mean the commission of (i) any act of fraud or embezzlement by the Grantee, (ii) any intentional unauthorized use or disclosure by the Grantee of confidential information or trade secrets of the Company (or an Affiliate from any Parent or Subsidiary), or (iii) any act of dishonest or other intentional misconduct by the Date Grantee adversely affecting the business affairs of the Award until Company (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not be deemed to be inclusive of all the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with acts or omissions which the preceding sentences of this paragraph 2(aCompany (or any Parent or Subsidiary) shall be forfeited, and may consider as grounds for the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination dismissal or discharge of the ParticipantGrantee’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death (or termination of the Participant’s employment on account of Disability.any Parent or Subsidiary).”]1

Vesting. (a) Except as provided to the extent earlier forfeited or vested pursuant to this Section 4 or in paragraph 2(d)the event of a Change in Control, the Participant’s interest in the Restricted Stock Units Award shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date Grant Date. (b) If the Holder’s employment by the Company terminates by reason of Award; provided that no fraction of a share the Holder’s death or disability, the Award shall become fully vested on the first or second anniversaries as of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest 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 following events Company, the Holder shall be 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 payment of any consideration to the Holder, to the 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 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). (e) As used herein, “Cause” shall mean a determination by the Company that the Holder has (i) willfully and continuously failed to substantially perform the Participantduties assigned by the Company or a Subsidiary with which the Holder is employed (other than a failure resulting from the Holder’s death or disability), (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains willfully engaged in the continuous employ of conduct which is demonstrably injurious to the Company or an Affiliate from any Subsidiary, monetarily or otherwise, including conduct that, in the Date reasonable judgment of the Award until the occurrence of such earliest event. Restricted Stock Units that have Company, does not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect conform to the Restricted Stock Units, upon the termination standard of the ParticipantCompany’s employment with 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 and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of Disabilityany Subsidiary.

Vesting. Except (a) The Units will vest and be paid, if at all, in accordance with Schedule A, attached hereto and made a part of this Agreement. (b) In the event Employee's employment with the Corporation (or a Subsidiary or Affiliate thereof) is terminated prior to the end of the three year measurement period set forth in Schedule A (the "Measurement Period") due to the Employee's death, Disability (as provided defined in paragraph 2(dsection 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the "Code")), Retirement or termination not for Cause (each an "Early Termination") the Participant’s interest Award will vest, if at all, on a pro-rata basis and will be paid to the Employee (or, in the Restricted Stock Units shall vest and become non-forfeitableevent of the Employee's death, so long as the Participant remains Employee's designated beneficiary for purposes of the Award, or in the continuous employ absence of an effective beneficiary designation, the Company or an Affiliate Employee's estate). The pro-rata basis will be a percentage where the denominator is 36 and the numerator is the number of months from January 1, 2004 through the Date month of AwardEarly Termination, with respect inclusive. This pro-rata basis will be paid to 50% of the shares of Common Stock Employee at the same time as payments are made to then current employees who have been granted Units under the 2004 Unit Plan, subject to Section 2(f) of this Restricted Stock Unit on Agreement. (c) In the first anniversary of event Employee's employment with the Date of AwardCorporation (or any Subsidiary or Affiliate thereof) is terminated for Cause, or if the Employee terminates his/her employment with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect Corporation (or any Subsidiary or Affiliate thereof), each occurring prior to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered payment contemplated by this Agreement, the Award shall vest upon be forfeited in its entirety. (d) If prior to the payment contemplated by this Agreement, the Employee becomes an employee of a Subsidiary that is not wholly owned, directly or indirectly, by the Corporation, or if the Employee begins a leave of absence without reinstatement rights, then in each case the Award shall be forfeited in its entirety. (e) In the event of a Change in Control of the Corporation prior to the complete distribution of the Award, the Award will be paid within 60 days of the date of the earliest Change in Control. In such event, the Vesting Date shall be the date of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains Change in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest eventControl. Restricted Stock Units that have not vested The term "Change in accordance with the preceding sentences Control" is defined for purposes of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of DisabilityAgreement in Section 6.

Vesting. The Option shall become vested in accordance with the following: (a) Except as otherwise provided in paragraph 2(d)this Stock Option Agreement, the Participant’s interest in Option shall be vested on the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, following dates (each a “Vesting Date”) with respect to 50% the aggregate percentage of the total shares of Common Stock subject thereto as follows, provided that the Optionee’s Termination Date has not occurred prior to this Restricted Stock Unit on the first anniversary of applicable Vesting Date: , 20 25% , 20 50% , 20 75% , 20 100% (b) If the Optionee’s Termination Date of Awardoccurs for any reason prior to the Vesting Date, the Optionee shall have no rights under or with respect to 25% the unvested portion of the shares of Common Stock subject to this Restricted Stock Unit on Option and the second anniversary of the Date of Award Optionee shall forfeit all rights under and with respect to the remaining 25% such unvested portion of the shares Option immediately upon the Termination Date; provided, however, that: (i) if the Optionee’s Termination Date occurs prior to a Vesting Date by reason of Common Stock subject the Optionee’s death or by reason of the Optionee’s being Disabled, the Option, to this Restricted Stock Unit the extent then outstanding, shall become fully vested and exercisable in its entirety as of the Optionee’s Termination Date; (ii) if the Optionee’s Termination Date occurs prior to a Vesting Date other than as described in clause (iii) and by reason of (A) termination by the Company for reasons other than for Cause or (B) termination by the Optionee for Good Reason, a pro rata portion of the outstanding Option (determined based on the third anniversary of period elapsed between the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary Grant and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(aTermination Date) shall be forfeitedvested and exercisable on the Optionee’s Termination Date and, as of the Termination Date, the Optionee shall forfeit and the Participant shall have no further rights with respect to any other portion of the Option; and (iii) if the Optionee’s Termination Date occurs prior to a Vesting Date by reason of a Qualifying Termination or within twelve (12) months following a Change of Control by reason of (A) termination by the Company for reasons other than for Cause, or (B) termination by the Optionee for Good Reason, any unvested portion of the Option, to the Restricted Stock Unitsextent then outstanding, upon the termination shall be fully vested and exercisable in its entirety as of the ParticipantOptionee’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of DisabilityTermination Date.

Vesting. Except The option herein granted shall become exercisable in whole or in part as provided in paragraph 2(d), the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long follows: (i) Exercisable as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 5033% of the shares of Common Stock subject (rounded down to this Restricted Stock Unit the nearest whole share) on the first anniversary of the Date of Award, with respect Grant Date; (ii) Exercisable as to 25an additional 33% of the shares of Common Stock subject (rounded down to this Restricted Stock Unit the nearest whole share) on the second anniversary of the Date of Award Grant Date; (iii) Exercisable in its entirety on and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on after the third anniversary of the Date Grant Date; (iv) Exercisable in its entirety (x) upon the death of Award; provided that no fraction the Participant while the Participant is employed by the Company or (y) in the event of a share shall become vested on Disability (as defined in the Plan) of the Participant while the Participant is employed by the Company; (v) If the Participant retires from the Company at any time following the first or second anniversaries anniversary of this Agreement and at such time satisfies the Date Normal Retirement Criteria (defined below), the option herein granted shall continue to become exercisable as set forth in clauses (ii) through (iii) of Awardthis Section 1(a). The Normal Retirement Criteria will be satisfied if the Participant shall (x) retire (and satisfy the Company’s criteria for retirement at such time) from the Company, (y) be at least 55 years of age at the time of such retirement, and (z) have at least ten credited years of service with the amount of shares becoming vested on such anniversaries being rounded down to Company or its subsidiaries at the nearest whole number of shares that will vest on such anniversary and the sum time of such fractional shares not so vested on retirement; (vi) If at the first time of retirement the Participant satisfies the Normal Retirement Criteria and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) subsequently dies or becomes Disabled before the Participant’s death option herein granted becomes exercisable in its entirety as set forth in clause (iii) of this Section 1(a), the option herein granted shall become exercisable as set forth in clause (iv) of this Section 1(a); (vii) Notwithstanding anything to the contrary in Section 1(a)(iv), in the event of a Change in Control (as defined in the Plan), unless the successor company, or (ii) the termination a parent of the Participant’s employment on account of Disability; provided that the Participant remains successor company in the continuous employ Change in Control agrees to assume, replace, or substitute the option granted hereunder (as of the Company or an Affiliate from the Date of the Award until the occurrence consummation of such earliest event. Restricted Stock Units that have not vested Change in accordance Control) with an option on substantially identical terms, as determined by the preceding sentences of this paragraph 2(a) shall be forfeitedCommittee, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of if the Participant’s employment with the Company and or its Affiliates other (or any successor thereto) is terminated within two years following a Change in Control either (x) by the Company or its Affiliates (or any successor thereto) without Cause (as defined in the Plan) or (y) by the Participant with Good Reason, the option granted hereunder shall become exercisable in its entirety as of the date of such termination. As used herein, “Good Reason” shall mean the occurrence of any of the following: (i) a material breach by the Company or its Affiliates (or any successor thereto) of this Agreement or any employment agreement to which Participant is a party; (ii) a material reduction in the Participant’s authority, duties and responsibilities; or (iii) the Company requires the Participant to permanently relocate by more than 50 miles from the existing LSI Cincinnati location as a condition of his employment. If the Participant does not terminate his employment within 60 days after the first occurrence of the circumstances giving rise to Good Reason, then the Participant will be deemed to have waived such right to terminate for Good Reason with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of Disabilitysuch circumstances.

Vesting. Except (a) The Option vests and becomes exercisable as provided set forth above and in paragraph 2(daccordance with Sections 2(b), 2(c) and 2(d) below (each such date, a “Vesting Date” and the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ portion of the Option that is 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 from the Date of Awardor Parent, with respect to 50% of the shares of Common Stock if applicable) and, subject to this Restricted Stock Unit on Sections 2(c) and (d), unvested Options shall be forfeited upon a termination of employment; provided, that such Options shall not be forfeited in the first anniversary 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 Vested Option as of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the ParticipantOptionee’s death or Disability, if such events occur prior to the applicable Vesting Dates. (iic) In addition to the termination accelerated vesting that may occur in connection with a Change in Control pursuant to Section 6(g) of the Participant’s employment on account of Disability; provided that the Participant remains Plan, in the continuous employ of event the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the ParticipantOptionee’s employment with the Company and or its Affiliates other than with respect to Restricted Stock Units that become vested or Parent will terminate as a result of the Participant’s death Optionee being employed with a business unit or termination Subsidiary of the ParticipantCompany that is intended to be transferred to an unaffiliated person, and as a result such business unit or 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 account 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 the application of DisabilitySection 6(g) of the Plan, the Change in Control Date shall be a Vesting Date.

Vesting. Except The Phantom Shares shall be subject to the terms and conditions set forth in this paragraph 2. (a) The Phantom Shares shall vest, except as otherwise provided herein, on (the “Vesting Date”), subject to the achievement of the performance goals/measures set forth on Exhibit A; provided, that, the Grantee remains employed by the Company through such date. The period from the Effective Date until the Vesting Date shall be referred to herein as the “Performance Period.” (b) In the event that, prior to , the Grantee has a Termination of Service (i) by the Company for Cause [(as defined in the Employment Agreement)] or (ii) by the Grantee for any reason other than as set forth in paragraph 2(c) below, then all Phantom Shares granted to the Grantee hereunder shall thereupon, and with no further action, be forfeited by the Grantee. (c) In the event that, prior to , the Grantee has a Termination of Service (i) due to his or her death or Disability [(as defined in the Employment Agreement)], (ii) by the Company for any reason other than Cause [(including to the extent provided in the Employment Agreement, a non-renewal of such Employment Agreement by the Company), (iii) to the extent provided in the Employment Agreement, by the Grantee for “Good Reason” or in connection with a “Change in Control” (each as defined in the Employment Agreement), then notwithstanding anything to the contrary in the Employment Agreement], a prorated portion (based on the number of full months of the Performance Period that has elapsed as of such date) of the Phantom Shares shall vest, provided that the performance goals, prorated for the portion of the Performance Period that has then elapsed (based on the number of full months of the Performance Period that has elapsed as of such date), have been achieved as of the date of termination and any such vested Phantom Shares shall be settled as provided in paragraph 2(d)4 hereunder. (d) Except as contemplated above, the Participant’s interest in the Restricted Stock Units shall vest event that the Grantee has a Termination of Service, any and become non-forfeitable, so long as the Participant remains in the continuous employ all of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the ParticipantGrantee’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that Phantom Shares which have not vested in accordance with the preceding sentences prior to or as of this paragraph 2(a) such termination shall be forfeitedthereupon, and the Participant shall have with no further rights with respect action, be forfeited and cease to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of Disabilitybe outstanding.

Vesting. Except as provided in paragraph 2(d), the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 50% (i) None of the shares of Common Stock subject to this Restricted Stock Unit on shall vest until ____________. On _______________, the first anniversary of the Date of Award, with respect to 25% Participant shall become vested in one hundred percent (100%) of the shares of Common Restricted Stock. (ii) Notwithstanding the preceding provisions of this paragraph 3, upon the earlier to occur of (A) the Participant's death or (B) the Participant's permanent and total disability, as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the restrictions on transferability shall thereupon immediately lapse and all shares of Restricted Stock subject to this Restricted Stock Unit on forfeiture under subparagraph (b) shall thereupon be fully vested and nonforfeitable; provided, however, in the second anniversary of event that the Date of Award and Participant's employment with respect the Company or any Subsidiary is terminated for any reason other than death or disability prior to the remaining 25% time any of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences provisions of this paragraph 2(a(i) above, all of the unvested shares of Restricted Stock shall be forfeited, as provided in (iii) below, and the Participant shall have no further rights with respect thereupon revert to the Company. Transfer from the Company to a Subsidiary or vice versa or from one Subsidiary to another shall not be deemed termination of employment. (iii) If the Participant's termination of employment is for any reason other than "for cause" or on account of her permanent and total disability or death, all of the unvested shares of Restricted Stock Units, upon shall be forfeited effective on the termination date of the Participant’s 's termination of employment. If the Participant's employment with is terminated "for cause", all of the unvested shares of Restricted Stock shall be forfeited effective on the date the Participant receives notice of her termination for cause. As used in the Plan and this Agreement, "for cause" shall be defined as (A) the willful and continued failure of a Participant to perform her required duties as an officer or employee of the Company and its Affiliates other than with respect or any Subsidiary, (B) action by a Participant involving willful misfeasance or gross negligence, (C) the requirement or direction of a federal or state regulatory agency having jurisdiction over the Company or any Subsidiary to Restricted Stock Units that become vested as terminate the employment of a result Participant, (D) conviction of a Participant of the Participant’s death commission of any criminal offense involving dishonesty or breach of trust, or (E) any intentional breach by a Participant of a material term, condition or covenant of any agreement of employment, termination of or severance or any other agreement between the Participant’s employment on account of DisabilityParticipant and the Company or any Subsidiary.

Vesting. Except (a) Subject to, and conditioned upon, the occurrence of and effective immediately after the Closing, fifty percent (50%) of the Retained Sponsor Shares (the “Contingent Sponsor Shares”) shall be unvested and subject to the restrictions and forfeiture provisions set forth in this Sponsor Support Agreement. The remaining fifty percent (50%) of the Retained Sponsor Shares shall not be subject to the provisions set forth below in this Section 4. The Contingent Sponsor Shares shall vest, and except as otherwise provided in paragraph 2(dthis Section 4, shall become free of the provisions set forth in this Section 4, upon the United States Food and Drug Administration’s approval of the Company’s Acclaim cochlear implant device (the “FDA Approval”), the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ . (b) If a Change of Control of the Company or an Affiliate from shall occur following the Date Closing, then the conditions for vesting of Award, with respect any Contingent Sponsor Shares that remain unvested as of immediately prior to 50% the consummation of the shares Change of Common Stock subject Control shall be deemed to this Restricted Stock Unit on the first anniversary have been achieved and such Contingent Sponsor Shares shall immediately vest as of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect immediately prior to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum consummation of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary Change of the Date Control. “Change of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events Control” means (i) the Participant’s death sale, lease, license, distribution, dividend or transfer, in a single transaction or a series of related transactions, of more than fifty percent (50%) of the assets of the Company and its Subsidiaries taken as a whole; or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ a merger, consolidation or other business combination of the Company (or an Affiliate from the Date any Subsidiary or Subsidiaries that alone or together represent more than fifty percent (50%) of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination consolidated business of the Participant’s employment with Company at that time) or any successor or other entity holding, directly or indirectly, fifty percent (50%) or more of all the assets of the Company and its Affiliates other than with respect to Restricted Stock Units Subsidiaries that become vested as a result results in the stockholders of the Participant’s death Company (or termination such Subsidiary or Subsidiaries) or any successor or other entity holding, directly or indirectly, fifty percent (50%) or more of the Participant’s employment on account assets of Disabilitythe Company and its Subsidiaries or the surviving entity thereof, as applicable, immediately before the consummation of such transaction or series of related transactions holding, directly or indirectly, less than fifty percent (50%) of the voting power of the Company (or such Subsidiary or Subsidiaries) or any successor, other entity or surviving entity thereof, as applicable, immediately following the consummation of such transaction or series of related transactions.

Vesting. Except (a) The Option shall become vested as provided in paragraph 2(d), follows: Stock Options subject to the Participant’s interest in the Restricted Stock Units Option Award shall vest and become non-forfeitablein three equal installments on each of the first through third anniversaries of the Grant Date (each a “Vesting Date”), so long as the Participant remains in the continuous employ of employment with the Company or an Affiliate from through the Date of Awardapplicable Vesting Date. (b) Except as set forth in Section 2(c) and (d) below, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of if the Participant’s employment with the Company and its Affiliates other than 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 Restricted Stock Units Options that become have not vested as a result 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 death 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 the Letter Agreement and (ii) if either such termination of employment occurs prior to a Change in Control, 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. (d) If the Participant’s employment 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 nor any of the Participant’s employment on account of Disability.successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested Options..

Vesting. Except as provided in paragraph 2(d)If there has not been a Termination of Service during the Restriction Period, then upon the expiration of the Restriction Period, the Participant’s interest Executive shall become 100% vested in the shares of Restricted Stock Units awarded hereunder, and shall vest and own those shares free of all restrictions otherwise imposed by this Agreement. In addition, the Executive shall also become non-forfeitable, so long as the Participant remains fully vested in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 50% all of the shares of Common Stock subject to this Restricted Stock Unit on awarded hereunder prior to the first anniversary end of the Date Restriction Period, and become owner of Awardsuch shares free of all restrictions otherwise imposed by this Agreement, with respect to 25% as follows: (a) The Executive shall become fully vested in all of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary awarded hereunder as of the Date date of Award the Executive’s Termination of Service, if such Termination of Service occurs on or after that date which is 90 days prior to the date of the Change in Control by reason of the Executive’s death, Total Disability or retirement in accordance with Company policies concerning executive retirement as in effect on September 1, 2000; or (b) The Executive shall become fully vested in all of the shares of Restricted Stock awarded hereunder as of the date of the Termination of Service, if the Executive is Terminated Without Cause or the Executive Resigns for Good Reason at any time on or after that date which is 90 days prior to the Change in Control; or (c) The Executive shall become fully vested in all of the shares of Restricted Stock awarded hereunder upon the occurrence of a Change in Control and the obligations of IMCO under this Agreement with respect to the remaining 25% Award are not fully assumed or replaced by equivalent substitute award(s), as more fully described in paragraph 7 below; or (d) If in connection with a Change of Control the obligations of IMCO under this Agreement with respect to the Award are assumed or equivalent substitute award(s) are granted in lieu thereof, but a subsequent Change in Control occurs before the expiration of the Restriction Period, then effective upon such subsequent Change in Control, the Executive shall become fully vested in all of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Awardawarded hereunder, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains as more fully described in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of Disability7 below.

Vesting. Except as provided If the Employee has remained continuously employed by the Company through the vesting dates specified on the cover page hereof, Unvested Shares shall become Vested Shares (or shall “vest”) on such dates in paragraph 2(d), an amount equal to the Participantnumber of shares set opposite the applicable date on the cover page hereof. Option Shares that have been issued and which are “Unvested Shares” shall be subject to the Company’s interest Repurchase Option described in Section 6 unless and until they become “Vested Shares.” Any vesting of shares under this option shall first be deemed to apply to shares issued upon exercise of this option (in the Restricted Stock Units order of such exercise) and then to unissued shares subject to this option; and any exercise of this option shall vest and become non-forfeitablebe deemed to apply first to any then unissued Vested Shares. The Employee agrees not to sell, so long as the Participant remains in the continuous employ assign, transfer, pledge, hypothecate, gift, mortgage or otherwise encumber or dispose of (except to the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect any successor to the remaining 25% Company) all or any Unvested Shares or any interest therein, and any Unvested Shares purchased upon exercise of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share option shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered be held in escrow by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences terms of this paragraph 2(a) Section 17 below unless and until they become Vested Shares. The term “Option Shares” used without reference to either Unvested Shares or Vested Shares shall be forfeitedmean both Unvested Shares and Vested Shares, without distinction. In addition, in the event the Company’s Repurchase Option is triggered pursuant to Section 6 below, and the Participant shall have no further rights with respect Company elects not to exercise its option for the Restricted Stock Unitsrepurchase of any or all of the Unvested Shares, then upon the termination expiration of the Participant’s employment with Repurchase Option Period, any and all Option Shares not repurchased by the Company and shall become Vested Shares. The Board may, in its Affiliates other than with respect to Restricted Stock Units that become vested as a result discretion, accelerate any of the Participant’s death or termination of the Participant’s employment on account of Disabilityforegoing vesting dates.

Vesting. Except as provided in paragraph 2(d)(a) Subject to a [Grantee]/[Participant]’s continued Employment with the Company, the Participant’s interest in Restricted Shares set aside on Exhibit B for the Restricted Stock Units benefit of that [Grantee]/[Participant] shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, nonforfeitable with respect to 50% [ ] percent ([ %]) of those Restricted Shares [on each of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Awardfirst, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award second, third, fourth and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second fifth] anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of AwardGrant. Notwithstanding the foregoing, in the event the above vesting schedule results in the vesting of any unvested Restricted Stock Units covered by this Agreementfractional Shares, such fractional Shares shall not be deemed vested hereunder but shall vest upon the date of the earliest of the following events and become nonforfeitable when such fractional Shares aggregate whole Shares. (ib) the ParticipantIf a [Grantee]/[Participant]’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment Employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested is terminated as a result of the Participant[Grantee]/[Participant]’s death or termination Disability that is due to work-related reasons, as described by the Committee in its sole discretion, the Restricted Shares set aside on Exhibit B for the benefit of that [Grantee]/[Participant]’s shall, to the extent not then vested and not previously forfeited, immediately become fully vested. (c) If a Participant’s Employment with the Company terminates for any reason other than the reason provided in Section 2(b) of this Agreement, the Restricted Shares set aside on Exhibit B for the benefit of that [Grantee]/[Participant]’s shall, to the extent not then vested, be forfeited by that [Grantee]/[Participant]’s without consideration. (d) Notwithstanding any other provision of this Agreement to the contrary, in the event of a Change in Control the Restricted Shares shall, to the extent not then vested and not previously forfeited, immediately become fully vested as contemplated by Section 9(b) of the Participant’s employment on account of DisabilityPlan.

Vesting. Except as provided in paragraph 2(d)In the event of (i) the death or Disability of the Executive or (ii) the occurrence of a Change of Control of the Company, any remaining balance of the Participant’s interest Award Shares not theretofore vested in the Restricted Stock Units Executive, in accordance with Section 1 hereof, shall vest and become non-forfeitableimmediately in the Executive. For purposes of this Agreement, so long a “Change of Control” shall occur if or upon the occurrence of: (i) Any “Person” (as the Participant remains in term person is used for purposes of Section 13(d) or 14(d) of the continuous employ Securities Exchange Act of 1934, as amended (the “Exchange Act”)) acquires “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of any securities of the Company which generally entitles the holder thereof to vote for the election of directors of the Company (the “Voting Securities”), which, when added to the Voting Securities then “Beneficially Owned” by such person, would result in such Person “Beneficially Owning” forty percent (40%) or more of the combined voting power of the Company’s then outstanding Voting Securities; provided, however, that for purposes of this paragraph (i), a Person shall not be deemed to have made an Affiliate acquisition of Voting Securities if such Person: (a) acquires Voting Securities as a result of a stock split, stock dividend or other corporate restructuring in which all stockholders of the class of such Voting Securities are treated on a pro rata basis; (b) acquires the Voting Securities directly from the Date Company; (c) becomes the Beneficial Owner of Award, with respect to 50% more than the permitted percentage of Voting Securities solely as a result of the shares acquisition of Common Stock subject to this Restricted Stock Unit on Voting Securities by the first anniversary Company which, by reducing the number of Voting Securities outstanding, increases the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole proportional number of shares that will vest on Beneficially Owned by such anniversary and Person; (d) is the sum Company or any corporation or other Person of such fractional shares not so vested on which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the first and second anniversaries becoming vested on the third anniversary Company (a “Controlled Entity”); or (e) acquires Voting Securities in connection with a “Non-Control Transaction” (as defined in paragraph (iii) below); or (ii) The individuals who, as of November 1, 2005, are members of the Date Board (the “Incumbent Board”) cease for any reason to constitute at least two-thirds of Awardthe Incumbent Board; provided, however, that if either the election of any new director or the nomination for election of any new director was approved by a vote of more than two-thirds of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened “Election Contest” (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or (iii) Shareholder approval of: (a) A merger, consolidation or reorganization involving the Company (a “Business Combination”), unless (1) the stockholders of the Company immediately before the Business Combination, own, directly or indirectly immediately following the Business Combination, at least fifty-one percent (51%) of the combined voting power of the outstanding Voting Securities of the corporation resulting from the Business Combination (the “Surviving Corporation”), and (2) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for the Business Combination constitute at least a majority of the members of the Board of Directors of the Surviving Corporation, and (3) no Person (other than the Company or any Controlled Entity, a trustee or other fiduciary holding securities under one or more employee benefit plans or arrangements (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation or any Controlled Entity, or any Person who, immediately prior to the Business Combination, had Beneficial Ownership of forty percent (40%) or more of the then outstanding Voting Securities) has Beneficial Ownership of forty percent (40%) or more of the combined voting power of the Surviving Corporation’s then outstanding voting securities (a transaction described in this subparagraph (a) shall be referred to as a “Non-Control Transaction”); (b) A complete liquidation or dissolution of the Company; or (c) The sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Controlled Entity). Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, (x) a Change in Control shall vest upon the date not be deemed to occur solely because forty percent (40%) or more of the earliest of then outstanding Voting Securities is Beneficially Owned by (A) a trustee or other fiduciary holding securities under one or more employee benefit plans or arrangements (or any trust forming a part thereof) maintained by the following events (i) the Participant’s death Company or any Controlled Entity or (iiB) any corporation which, immediately prior to its acquisition of such interest, is owned directly or indirectly by the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ stockholders of the Company in the same proportion as their ownership of stock in the Company immediately prior to such acquisition; and (y) a Change of Control shall not be deemed to occur by reason of any acquisition, directly or an Affiliate from the Date indirectly, of Voting Securities by Bxxxxxx X. XxXxx or his immediate family or any “Person” or group under Section 13(d)(3) of the Award until the occurrence of such earliest event. Restricted Stock Units Exchange Act that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeitedis controlled by Bxxxxxx X. XxXxx or his immediate family, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination any beneficiary of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result estate of Bxxxxxx X. XxXxx or his immediate family or any trust or partnership controlled by any of the Participant’s death or termination of the Participant’s employment on account of Disabilityforegoing.

Vesting. Except as provided If the Employee has remained continuously employed by the Company through the vesting dates specified on the cover page hereof, Unvested Shares shall become Vested Shares (or shall “vest”) on such dates in paragraph 2(d), an amount equal to the Participantnumber of shares set opposite the applicable date on the cover page hereof. Option Shares that have been issued and which are “Unvested Shares” shall be subject to the Company’s interest Repurchase Option described in Section 6 unless and until they become “Vested Shares”. Any vesting of shares under this option shall first be deemed to apply to shares issued upon exercise of this option (in the Restricted Stock Units order of such exercise) and then to unissued shares subject to this option; and any exercise of this option shall vest and become non-forfeitablebe deemed to apply first to any then unissued Vested Shares. The Employee agrees not to sell, so long as the Participant remains in the continuous employ assign, transfer, pledge, hypothecate, gift, mortgage or otherwise encumber or dispose of (except to the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect any successor to the remaining 25% Company) all or any Unvested Shares or any interest therein, and any Unvested Shares purchased upon exercise of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share option shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered be held in escrow by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences terms of this paragraph 2(a) Section 18 below unless and until they become Vested Shares. The term “Option Shares” used without reference to either Unvested Shares or Vested Shares shall be forfeitedmean both Unvested Shares and Vested Shares, without distinction. In addition, in the event the Company’s Repurchase Option is triggered pursuant to Section 6 below, and the Participant shall have no further rights with respect Company elects not to exercise its option for the Restricted Stock Unitsrepurchase of any or all of the Unvested Shares, then upon the termination expiration of the Participant’s employment with Repurchase Option Period, any and all Option Shares not repurchased by the Company and shall become Vested Shares. The Board may, in its Affiliates other than with respect to Restricted Stock Units that become vested as a result discretion, accelerate any of the Participant’s death or termination of the Participant’s employment on account of Disabilityforegoing vesting dates.

Vesting. Except (a) The RSUs shall become vested as provided in paragraph 2(d), the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 50follows: (i) 33.3% of the shares of Common Stock subject to this Restricted Stock Unit RSUs shall vest on the first anniversary of the Date of Award, with respect to 25Grant; (ii) 33.3% of the shares of Common Stock subject to this Restricted Stock Unit RSUs shall vest on the second anniversary of the Date of Award Grant; and with respect to the remaining 25(iii) 33.4% of the shares of Common Stock subject to this Restricted Stock Unit RSUs shall vest on the third anniversary of the Date of Award; provided that no fraction of Grant (each a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability“Vesting Date”); provided that the Participant Grantee remains in the continuous employ of employment with the Company or an Affiliate from thereof through, and has not given or received a notice of termination of such employment as of, the Date applicable vesting date. (b) Except as set forth in Section 2(c) below, if the Grantee’s employment is terminated for any reason, (i) this RSU Award Agreement shall terminate and all rights of the Award until the occurrence of such earliest event. Restricted Stock Units 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 personal representatives shall thereafter have any further rights or interests in such unvested RSUs. (c) If the Grantee’s employment is terminated by the Company other than for Cause, by the Grantee for Good Reason (as defined in the amended and restated employment agreement by and between the Company and the Grantee as in effect from time to time), or due to the Grantee’s death or Disability (i) the portion of the RSUs, if any, that are scheduled to vest on the next applicable Vesting Date shall immediately vest and shall be settled as soon as practicable after the date of termination in accordance with Section 3 below, but in no event later than March 15 of the preceding sentences year following the year in which the date of termination occurs, (ii) this paragraph 2(a) RSU Award Agreement shall be forfeited, terminate and all rights of the Participant shall have no further rights Grantee with respect to the Restricted Stock Units, upon the termination portion of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units RSUs, if any, that become have not vested as a result of the Participant’s death or date of termination in accordance with this Section shall immediately terminate, (iii) any such unvested RSUs shall be forfeited without payment of any consideration, and (iv) neither the Grantee nor any of the ParticipantGrantee’s employment on account of Disabilitysuccessors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested RSUs.

Vesting. (a) Except as specifically provided in paragraph 2(d)this Agreement, the Participant’s interest in the Restricted Stock Units Awarded Shares shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ follows: (i) Forty percent (40%) of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit total Awarded Shares shall vest on the first anniversary of the Date Closing Date, provided that the Employee has not incurred a Termination of Award, with respect Service prior to 25% that date. (ii) An additional thirty percent (30%) of the shares of Common Stock subject to this Restricted Stock Unit total Awarded Shares shall vest on the second anniversary of the Date Closing Date, provided that the Employee has not incurred a Termination of Award and with respect Service prior to the that date. (iii) The remaining 25% thirty percent (30%) of the shares of Common Stock subject to this Restricted Stock Unit total Awarded Shares shall vest on the third anniversary of the Date of Award; Closing Date, provided that no fraction the Employee has not incurred a Termination of Service prior to that date. (b) Notwithstanding the foregoing and subject to Sections 3(c) and (d) below, if, following the Closing Date, the Employee incurs a share shall become vested on Termination of Service by the first Company without Cause (as that term is defined in the Employment Agreement) or second anniversaries by the Employee for Good Reason (as that term is defined in the Employment Agreement), then all of the Date of Award, with Awarded Shares not previously vested shall thereupon immediately become fully vested upon the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum date of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary Termination of the Date of Award. Service. (c) Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreementif, following the Closing Date, a Change in Control occurs, then all of the Awarded Shares not previously vested shall vest thereupon immediately become fully vested upon the date of such Change in Control, provided that the earliest Employee has not incurred a Termination of Service prior to that date. For the avoidance of doubt, the Merger shall not constitute a Change in Control for purposes of this Section 3(c). (d) Notwithstanding the foregoing, all of the Awarded Shares not previously vested shall become fully vested on the date of the Employee’s Termination of Service due to his death or Total and Permanent Disability. (e) Notwithstanding the foregoing and in addition to the Company’s rights set forth in Section 25, the Company shall have the right to require payment from the Employee, within ninety (90) days following events the date the Awarded Shares vest, to cover any applicable taxes due upon the vesting of such Awarded Shares (the “Withholding Obligation”), and the Employee’s receipt of Common Stock for such vested Awarded Shares is specifically conditioned upon the Employee’s satisfaction of the Withholding Obligation. Payment of the Withholding Obligation may be made: (i) by the Participant’s death or Employee directly to the Company; (ii) the termination from a broker in connection with a sale of either shares to be acquired upon vesting of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ Awarded Shares or other Common Stock of the Company or an Affiliate owned by the Employee, provided such Common Stock was not acquired from the Date Company within the prior six (6) months; (iii) if the Board, in its sole discretion, so consents (which approval must include the affirmative vote of Xxxxx Xxxx, provided he is serving as a member of the Award until Board when such approval is sought), by the occurrence Company’s withholding of a number of shares of Common Stock to be acquired upon the vesting of the Awarded Shares, which shares so withheld have a fair market value equal to the Withholding Obligation; (iv) by such other method(s) (if any) as the Board, in its sole discretion, may consent (which approval must include the affirmative vote of Xxxxx Xxxx, provided he is serving as a member of the Board when such approval is sought); or (v) by any combination of the above; provided, however, that (A) for Awarded Shares that vest in accordance with Section 3(a)(i), if any, the Company shall withhold, in full or partial satisfaction of the Withholding Obligation related to such vested Awarded Shares, the number of shares of Common Stock that would otherwise be acquired upon vesting of such earliest event. Awarded Shares, having a fair market value equal to the lesser of (1) the Withholding Obligation and (2) an amount equal to the difference between $200,000 and the fair market value of shares of Common Stock withheld, if any, to satisfy the tax withholding obligations under that certain Restricted Stock Units that have Award Agreement, by and between the Company and the Employee, dated March 3, 2016 and as amended October 7, 2016, not to exceed $200,000, with the remaining amount of the Withholding Obligation related to such vested Awarded Shares, if any, to be satisfied by the Employee in accordance with the terms of this Agreement; or (B) if the Awarded Shares become vested in accordance with Section 3(b) on or prior to the preceding sentences 2nd anniversary of the Closing Date, the Employee shall have the right to select, from among the options discussed above in Section 3(e)(i) through Section 3(e)(v), the manner in which payment of the Withholding Obligation is made, including, without limitation, by the Company withholding shares of Common Stock as described in Section 3(e)(iii), regardless of the Board’s consent or lack thereof. The Employee shall forfeit any Awarded Shares for which he has not satisfied the Withholding Obligation in accordance with the terms of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of DisabilityAgreement.

Vesting. Except (a) Sellers listed on Schedule 11.7 ("Founding Sellers") ------------- shall, subject as provided in paragraph 2(d)this Section 11, the Participant’s interest in the Restricted Stock Units be permitted to dispose ---------- of Consideration Shares and shall vest and become non-forfeitablein such Consideration Shares on the following schedule, so long as whether such shares were received at the Participant remains in Initial Closing or the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 50Second Closing: (i) 25% of the shares Consideration Shares as from the Initial Closing Date, (ii) an additional 25% of Common Stock subject to this Restricted Stock Unit on the Consideration Shares as from the first anniversary of the Date of AwardInitial Closing Date, with respect to 25% and (iii) an additional 1/24 of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary remainder of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on Consideration Shares per month until the third anniversary of the Date of AwardInitial Closing Date. (b) Founding Sellers shall forfeit Consideration Shares in which they have not vested if they terminate their employment (or, for Founding Sellers without employment agreements, if any, their engagement) with the Company or their employment (or engagement, as aforesaid) with the Company is terminated by the Company (each, a "Terminated Employee"); provided that no fraction of a share each Terminated Employee shall become vested on automatically at the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum effective time of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall termination vest upon the date of the earliest of the following events in: (i) 100% of his or her Consideration Shares which have not vested as of the Participant’s death effective time of such termination if he or she has been terminated without Cause, and (ii) the termination 50% of his or her Consideration Shares which have not vested as of the Participant’s employment on account effective time of Disabilitysuch termination if he or she has been Constructively Terminated by the Company; provided that a Terminated Employee shall automatically vest in 100% of his or her unvested Consideration Shares if such employee has been terminated by virtue of his or her refusal to transfer employment to a location outside of France at the Participant remains in the continuous employ request of the Company or an Affiliate from Purchaser. (c) In the Date event that the Consideration Shares of the Award until the occurrence of such earliest event. Restricted Stock Units that any Terminated Employee have not vested in accordance with at the preceding sentences time of this paragraph 2(asuch employee's termination and do not vest pursuant to clause (b) (the "Unvested ---------- Shares"), Purchaser shall be forfeited, and the Participant shall have entitled upon written notice to such Terminated Employee to reacquire such Unvested Shares for no further rights with respect additional consideration therefor. Upon receipt of written notice from Purchaser to the Restricted Stock Unitseffect that it is acquiring such Unvested Shares, such Terminated Employee shall promptly (and in any event not later than 5 Business Days) following receipt of such notice deliver the certificate representing such shares to Purchaser at Purchaser's address set forth herein. In the event that such Terminated Employee can only deliver a certificate representing more Consideration Shares than the Unvested Shares, Purchaser shall forthwith upon receipt of such certificate cause a new certificate to be issued to such employee representing the termination amount of Consideration Shares originally set forth on such certificate less the Participant’s employment with the Company and its Affiliates other than with respect number of Unvested Shares acquired by Purchaser pursuant to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of Disability.this clause (c). ----------

Vesting. Except The Phantom Shares shall be subject to the terms and conditions set forth in this paragraph 2. (a) A portion of the Phantom Shares shall vest, except as otherwise provided herein, on the following schedule (the “Vesting Period”): Date % Date % Date % Date % (b) In the event that, prior to , the Grantee has a Termination of Service (i) by the Company for Cause [(as defined in the Employment Agreement)] or (ii) by the Grantee for any reason other than as set forth in paragraph 2(c) below, then all Phantom Shares granted to the Grantee hereunder, whether or not then vested, shall thereupon, and with no further action, be forfeited by the Grantee. (c) In the event that, prior to , the Grantee has a Termination of Service (i) due to his or her death or Disability [(as defined in the Employment Agreement)] or (ii) by the Company for any reason other than Cause [(as defined in the Employment Agreement)], the Phantom Shares granted to the Grantee hereunder with respect to which the Vesting Period has elapsed in accordance with paragraph 2(a) as of the date of termination shall be settled as provided in paragraph 2(d4 hereunder. (d) [Notwithstanding the foregoing provisions of this paragraph 2, to the extent that the Employment Agreement provides that the Phantom Shares are subject to terms other than those set forth above, including without limitation any acceleration of vesting in the event of a non-renewal of such Employment Agreement by the Company (to the extent applicable), or a termination of employment by the Participant’s interest Grantee for “Good Reason” or in connection with a “Change in Control” (each as defined in the Restricted Stock Units shall vest and become non-forfeitableEmployment Agreement), so long as then the Participant remains in the continuous employ terms of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and Employment Agreement will apply with respect to the remaining 25% Phantom Shares granted hereby, and shall, to the extent applicable, supersede the terms of this paragraph 2.] (e) Except as contemplated above, in the event that the Grantee has a Termination of Service, any and all of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the ParticipantGrantee’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that Phantom Shares which have not vested in accordance with the preceding sentences prior to or as of this paragraph 2(a) such termination shall be forfeitedthereupon, and the Participant shall have with no further rights with respect action, be forfeited and cease to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of Disabilitybe outstanding.

Vesting. Except as provided in paragraph 2(d), (a) Subject to the Participant’s interest in continued Employment with the Restricted Stock Units Company, the Option shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, exercisable with respect to 5033.333% of the shares of Common Stock subject to this Restricted Stock Unit Shares initially covered by the Option on the first anniversary of the Date of AwardGrant, and thereafter with respect to 252.777% of the shares of Common Stock subject to this Restricted Stock Unit Shares initially covered by the Option on the second anniversary last day of each subsequent month. At any time, the portion of the Date of Award 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 the remaining 2550% of the shares of Common Stock subject to this Restricted Stock Unit on then unvested and unexercisable Shares, (y) the third anniversary remaining Shares that are not then vested and exercisable shall be canceled by the Company without consideration, and (z) the Vested Portion of the Date of Award; provided that no fraction of a share Option shall become vested on remain exercisable for the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events period set forth in Section 3(a). (iii) If the Participant’s death Employment with the Company is terminated by the Company without Cause or by the Participant with Good Reason, the Option shall, to the extent not then vested and exercisable become fully vested and exercisable and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a). (iiiii) the termination of If the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment Employment with the Company is terminated for any other reason, the Option shall, to the extent not then vested and its Affiliates other than with respect to Restricted Stock Units that become vested as a result exercisable, be canceled by the Company without consideration and the Vested Portion of the Participant’s death Option shall remain exercisable for the period set forth in Section 3(a). (c) Notwithstanding any other provisions of this Agreement to the contrary, in the event of a Change in Control or termination Exit Event, the Option shall, to the extent not then vested and exercisable and not previously canceled, become fully vested and exercisable as of immediately prior to such Change in Control or Exit Event as contemplated by Section 9(b) of the Participant’s employment on account Plan. The Vested Portion of Disabilitythe Option shall remain exercisable for the period set forth in Section 3(a).

Vesting. Except as provided in paragraph 2(d)Subject to the Optionee’s continued employment or other service relationship with the Company or its Subsidiaries through each applicable vesting date, the Participant’s interest in Option shall become non-forfeitable (when the Restricted Stock Units shall vest and become Option becomes non-forfeitable, so long as a “Vested Option”) and shall become exercisable according to the Participant remains in the continuous employ following provisions: (a) [ ] ([ ]%) of the Company or an Affiliate from the Date of Award, with respect to 50% Tranche A Option shall become a Vested Option and shall become exercisable on each of the shares first [ ] anniversaries of Common Stock subject to this Restricted Stock Unit [ ], 20[ ]; provided, however, that the entire Tranche A Option shall immediately become a Vested Option and shall become exercisable on the first six (6) month anniversary of the Date a Change in Control; provided, further, that if a Termination of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award Relationship occurs within six (6) months following a Change in Control and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events termination is (iA) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the ParticipantOptionee’s resignation for Good Reason or (B) by TopCo Parent, the Company or any of their Subsidiaries without Cause (other than due to death or termination Disability), the entire Tranche A Option shall immediately become a Vested Option and shall become exercisable as of the Participantdate of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a). The proceeds from any transaction resulting in a Change in Control that relate to the unvested portion of the Tranche A Option shall be held in escrow for the Optionee’s benefit from the date of the Change in Control through the date on which the Optionee either vests or forfeits such unvested portion of the Tranche A Option. (b) The Tranche B Option shall become a Vested Option and shall become exercisable as follows: (i) Fifty percent (50%) of the Tranche B Option shall become a Vested Option and shall become exercisable as of any Measurement Date as of which Xxxxxx has achieved a MOIC of at least [ ] ([ ]), as calculated by the Committee; and (ii) One hundred percent (100%) of the Tranche B Option shall become a Vested Option and shall become exercisable as of any Measurement Date as of which Xxxxxx has achieved a MOIC of at least [ ] ([ ]), as calculated by the Committee; provided, however, that in the event that a Realization Event occurs on or prior to [ ], 20[ ], (A) fifty percent (50%) of the Tranche B Option shall become a Vested Option and shall become exercisable if Apollo has achieved on or prior to such date, an IRR of at least [ ] percent ([ ]%) and (B) one hundred percent (100%) of the Tranche B Option shall become a Vested Option and shall become exercisable if Apollo has achieved on or prior to such date, an IRR of at least [ ] ([ ]%), in each case as calculated by the Committee. (c) Notwithstanding anything contained herein to the contrary, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with TopCo Parent, the Company or any of their Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, (i) if prior to [ ], 20[●], the Optionee experiences a Termination of Relationship (A) as a result of his resignation for Good Reason or (B) by TopCo Parent, the Company or any of their Subsidiaries without Cause (other than due to death or Disability), an additional [ ] of the Tranche A Option shall vest as of the effective date of such Termination of Relationship (the cumulative vested percentage of the Tranche A Option as of a Termination of Relationship after giving effect to such additional vesting is referred to as the “Vested Percentage at Termination”) and (ii) if during the one (1) year period immediately following a Termination of Relationship (A) as a result of his resignation for Good Reason or (B) by TopCo Parent, the Company or any of their Subsidiaries without Cause (other than due to death or Disability), all or any portion of the Tranche B Option would have vested had the Optionee’s employment or service not been terminated, then he or she will also be deemed vested as of the applicable Measurement Date or Realization Event in a percentage of the Tranche B Option equal to the product of (A) the percentage of the Tranche B Option that would have vested had the Optionee’s employment or service had not been terminated multiplied by (B) the Vested Percentage at Termination. Notwithstanding any of the foregoing to the contrary, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or unvested) shall immediately be forfeited. All decisions by the Committee with respect to any calculations pursuant to this Section (absent manifest error) shall be final and binding on account of Disabilitythe Optionee.

Vesting. Except as provided in paragraph 2(d), (a) The right to purchase the Participant’s interest in the Restricted Stock Units Shares hereunder shall vest and become non-forfeitable, so long exercisable only as follows: (a) the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, with respect right to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to purchase 25% of the shares of Common Stock Shares subject to this Restricted Stock Unit on Warrant shall be vested in the second anniversary event that (i) the Company or its licensees become eligible to receive the Milestone 2 Discount set forth in Section 4.3 of the Date Supply Agreement for the purchase of Award and with respect Hard Disk Drives or Drive Equivalents or (ii) Quantum waives the eligibility requirements for such Milestone 1 Discount; (b) the right to the remaining purchase an additional 25% of the shares of Common Stock Shares subject to this Restricted Stock Unit on Warrant shall be vested upon the third anniversary cumulative shipment of [*] Hard Disk Drives or Drive Equivalents by Quantum to the Company or its licensees; (c) the right to purchase an additional 25% of the Date Shares subject to this Warrant shall be vested upon the cumulative shipment of Award[*] Disk Drives or Drive Equivalents by Quantum to the Company or its licensees; provided and (d) the right to purchase an additional 25% of the Shares subject to this Warrant shall be vested upon the cumulative shipment of [*] Disk Drives or Drive Equivalents by Quantum to the Company or its licensees; provided, however, that no fraction the right to purchase -------- ------- 100 % of the Shares subject to this Warrant shall be vested in full immediately prior to the consummation of the Company's initial public offering of its capital stock or the consummation of a share shall become vested on the first liquidation, dissolution or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ winding up of the Company as set forth in the Company's Charter. (b) Notwithstanding anything to the contrary in subsection (a) above, if the Company defaults in the payment of any amounts owed by the Company to Quantum under the Supply Agreement (including without limitation, the Company's obligations for periodic payments under Section 4.4 thereof), and fails to cure or correct such default within thirty (30) days after written notice thereof from Quantum, then, in addition to any other remedies Quantum may have, Quantum's right to purchase Shares hereunder shall vest as to an Affiliate from the Date additional 5% of the Award until Shares subject to this Warrant for every $100,000 on which the occurrence Company remains in default upon the expiration of such earliest eventthirty-day notice period. Restricted Stock Units that have not vested in accordance [*]Material has been omitted pursuant to a request for confidential treatment. Such material has been filed separately with the preceding sentences of this paragraph 2(a) shall be forfeited, Securities and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of DisabilityExchange Commission.

Vesting. Except This Option shall be exercisable as provided in paragraph 2(dclauses 2(b)(i), 2(b)(ii) and 2(b)(iii). (i) Subject to the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of continued service to the Company or an Affiliate from the Date of AwardAffiliate, this Option shall become exercisable with respect to 50% one-third of the shares of Common Stock subject to this Restricted Stock Unit Option on each of the first anniversary first, second and third anniversaries of the Date of AwardGrant. If the vesting schedule described in the preceding sentence results in the right to exercise this Option as to a fractional share of Common Stock, such fractional share shall not be deemed vested pursuant to the vesting schedule but shall vest and become exercisable when such fractional share and other fractional shares that would have become vested and exercisable aggregate a whole share of Common Stock. (ii) If the Participant’s continued service to the Company and its Affiliates terminates or is terminated for any reason, the right to exercise this Option shall terminate to the extent this Option has not previously become exercisable. Notwithstanding the preceding sentence, if the Participant’s service to the Company and its Affiliates is terminated by the Company other than for Cause (as defined herein), by the Participant with Good Reason (as defined herein) or on account of the Participant’s death or Disability (as defined herein), then this Option shall be immediately exercisable in whole or in part with respect to 25% the shares of Common Stock that remain subject to this Option. (iii) In accordance with the Plan, this Option shall be immediately exercisable, in whole or in part, on a Control Change Date with resepct to the shares of Common Stock subject to this Restricted Stock Unit Option on the second anniversary of Control Change Date. Once this Option has become exercisable, it shall continue to be exercisable until the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to Expiration Date; provided, however, that this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share Option shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon be exercisable following the date of the earliest of the following events (i) that the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment continued service with the Company and its Affiliates other than is terminated by the Company for Cause (as defined herein). A partial exercise of this Option shall not affect the Participant’s right to exercise this Option with respect to Restricted Stock Units that become vested as a result the remaining shares, subject to the terms and conditions of the Participant’s death or termination of the Participant’s employment on account of DisabilityPlan and this Agreement.

Vesting. Except as provided in paragraph 2(d), the Participant’s interest in the Restricted Stock Units (a) The Option shall vest with respect to the Applicable Percentage (as defined herein) of Option Shares if and become non-forfeitable, only so long as the Participant remains in the continuous employ of Executive is and has continued to be employed by the Company or an Affiliate from any of its Subsidiaries through such vesting date. The Applicable Percentage shall mean that the Date of Award, Option shall vest over five (5) years with respect to 5020% of the shares of Common Stock subject to this Restricted Stock Unit Option Shares vesting on the first anniversary of the Date effective date of Awardthe Employment Agreement and 1/60th of the Option Shares vesting on a monthly basis thereafter until the Option is 100% vested (i.e., over four years). Notwithstanding anything to the contrary herein, the Applicable Percentage shall not increase once the Executive ceases to be employed by the Company or its Subsidiaries except and solely to the extent provided in the Employment Agreement; provided, however, that if Executive’s continuous service with the Company or its Subsidiaries is involuntarily terminated without Cause prior to the first anniversary of the effective date of the Employment Agreement, the Option shall be 20% vested as of the termination date. (b) Until such time as the Option has expired pursuant to this Agreement, Executive may exercise the Option pursuant to Section 2 above whether or not such Option has vested pursuant to subsection (a) above; provided that Executive shall enter into a restricted stock agreement with respect to 25% such Option Shares in form and substance satisfactory to the Board in its sole discretion (it being understood that such restricted stock agreement will provide, among other things, that the Option Shares issued in respect of the shares unvested portion of Common Stock the Option will continue to be subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events vesting (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of Disability.pursuant to

Vesting. Except Subject to the provisions contained herein, your option will vest as provided in paragraph 2(d), your Grant Notice. Vesting will cease upon the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ termination of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Awardyour Continuous Service. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events provisions shall apply: (a) In the event your Continuous Service is terminated due to your Disability, then the vesting and exercisability of your option shall accelerate in an amount equal to the lesser of (i) the Participant’s then remaining unvested shares covered by your option, and (ii) the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-six (36) months (or such lesser period of time as is determined by the Board) after the date of such termination. (b) In the event your Continuous Service is terminated due to your death or in the event that you die within 3 months following the termination of your service for any reason other than Cause, then the vesting and exercisability of your option shall accelerate in an amount equal to the lesser of (i) the then remaining unvested shares covered by your option, and (ii) the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-six (36) months (or such lesser period of time as is determined by the Board) after the date of such termination. (c) In the event of either (i) a Change in Control, or (ii) a Corporate Transaction in which the termination of the Participant’s employment on account of Disability; provided that the Participant remains successor or surviving entity does not assume, continue or substitute for your option, and your Continuous Service has not terminated prior to such transaction, and subject to Section 1(c)(i)-(iv) below, then your option will be accelerated in the continuous employ of full. (i) If any payment or benefit you would receive from the Company or an Affiliate from otherwise in connection with a Change in Control or other similar transaction (a “280G Payment”) would (i) constitute a “parachute payment” within the Date meaning of Section 280G of the Award until Code, and (ii) but for this sentence, be subject to the occurrence excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a280G Payment (a “Payment”) shall be forfeitedequal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Participant Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall have no further rights occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (ii) Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (iii) Unless you and the Company agree on an alternative accounting firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of a Change in Control triggering the Payment shall perform the aforementioned calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the Restricted Stock Unitsdeterminations by such accounting firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to provide its calculations, upon together with detailed supporting documentation, to you and the termination Company within fifteen (15) calendar days after the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by you or the Company) or such other time as requested by you or the Company. (iv) If you receive a Payment for which the Reduced Amount was determined pursuant to clause (x) of the Participant’s employment with first paragraph of this Section 1(c) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you shall promptly return to the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result sufficient amount of the Participant’s death or termination Payment (after reduction pursuant to clause (x) of the Participant’s employment on account first paragraph of Disabilitythis Section 1(c) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section 1(c), you shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Vesting. Except (a) Subject to the Participant’s continued service with BAM or the Company’s manager, the Option shall vest and become exercisable as provided follows [ ]. 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.” (b) If the Participant’s service with BAM or its Affiliates or the Company’s manager terminates or is terminated [for any reason], the Option shall, to the extent not then vested, be canceled by the Company without consideration. If the Participant’s service with BAM or its Affiliates or the Company’s manager terminates or is terminated due to death or disability, the vested portion of the Option will be exercisable by the Participant (or, in paragraph 2(d)the event of the Participant’s death, the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (ibeneficiary) for one year after the Participant’s death or (ii) the termination of termination. If the Participant’s employment on account of Disability; provided that service with BAM or its Affiliates or the Participant remains in Company’s manager terminates or is terminated [for any reason other than death or disability], the continuous employ vested portion of the Company or an Affiliate from the Date Option is exercisable for a period of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of ninety days following the Participant’s employment with termination; provided that, no vested portion of the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of Option is exercisable if the Participant’s death or termination is with cause. (c) Notwithstanding any other provisions of this Agreement to the contrary, in the event a Change in Control occurs, the Option shall, to the extent not then vested and not previously forfeited, immediately become fully vested and exercisable, subject to Section 9(b) of the Participant’s employment on account of DisabilityPlan.

Vesting. (a) Except as specifically provided in paragraph 2(d)this Agreement, the Participant’s interest in the Restricted Stock Units Awarded Shares shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ follows: (i) Forty percent (40%) of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit total Awarded Shares shall vest on the first anniversary of the Date Closing Date, provided that the Employee has not incurred a Termination of Award, with respect Service prior to 25% that date. (ii) An additional thirty percent (30%) of the shares of Common Stock subject to this Restricted Stock Unit total Awarded Shares shall vest on the second anniversary of the Date Closing Date, provided that the Employee has not incurred a Termination of Award and with respect Service prior to the that date. (iii) The remaining 25% thirty percent (30%) of the shares of Common Stock subject to this Restricted Stock Unit total Awarded Shares shall vest on the third anniversary of the Date of Award; Closing Date, provided that no fraction the Employee has not incurred a Termination of Service prior to that date. (b) Notwithstanding the foregoing and subject to Sections 3(c) and (d) below, if, following the Closing Date, the Employee incurs a share shall become vested on Termination of Service by the first Company without Cause (as that term is defined in the Employment Agreement) or second anniversaries by the Employee for Good Reason (as that term is defined in the Employment Agreement), then all of the Date of Award, with Awarded Shares not previously vested shall thereupon immediately become fully vested upon the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum date of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary Termination of the Date of Award. Service. (c) Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreementif, following the Closing Date, a Change in Control occurs, then all of the Awarded Shares not previously vested shall vest thereupon immediately become fully vested upon the date of such Change in Control, provided that the earliest Employee has not incurred a Termination of Service prior to that date. For the avoidance of doubt, the Merger shall not constitute a Change in Control for purposes of this Section 3(c). (d) Notwithstanding the foregoing, all of the Awarded Shares not previously vested shall become fully vested on the date of the Employee’s Termination of Service due to his death or Total and Permanent Disability. (e) Notwithstanding the foregoing and in addition to the Company’s rights set forth in Section 25, the Company shall have the right to require payment from the Employee, within ninety (90) days following events the date the Awarded Shares vest, to cover any applicable taxes due upon the vesting of such Awarded Shares (the “Withholding Obligation”), and the Employee’s receipt of Common Stock for such vested Awarded Shares is specifically conditioned upon the Employee’s satisfaction of the Withholding Obligation. Payment of the Withholding Obligation may be made: (i) by the Participant’s death or Employee directly to the Company; (ii) the termination from a broker in connection with a sale of either shares to be acquired upon vesting of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ Awarded Shares or other Common Stock of the Company or an Affiliate owned by the Employee, provided such Common Stock was not acquired from the Date Company within the prior six (6) months; (iii) if the Board, in its sole discretion, so consents (which approval must include the affirmative vote of Xxxxx Xxxx, provided he is serving as a member of the Award until Board when such approval is sought), by the occurrence Company’s withholding of a number of shares of Common Stock to be acquired upon the vesting of the Awarded Shares, which shares so withheld have a fair market value equal to the Withholding Obligation; (iv) by such other method(s) (if any) as the Board, in its sole discretion, may consent (which approval must include the affirmative vote of Xxxxx Xxxx, provided he is serving as a member of the Board when such approval is sought); or (v) by any combination of the above; provided, however, that (A) for Awarded Shares that vest in accordance with Section 3(a)(i), if any, the Company shall withhold, in full or partial satisfaction of the Withholding Obligation related to such vested Awarded Shares, the number of shares of Common Stock that would otherwise be acquired upon vesting of such earliest event. Awarded Shares, having a fair market value equal to the lesser of (1) the Withholding Obligation and (2) an amount equal to the difference between $200,000 and the fair market value of shares of Common Stock withheld, if any, to satisfy the tax withholding obligations under that certain Restricted Stock Units that have Award Agreement, by and between the Company and the Employee, dated December 14, 2011 and as amended October 7, 2016, not to exceed $200,000, with the remaining amount of the Withholding Obligation related to such vested Awarded Shares, if any, to be satisfied by the Employee in accordance with the terms of this Agreement; or (B) if the Awarded Shares become vested in accordance with Section 3(b) on or prior to the preceding sentences 2nd anniversary of the Closing Date, the Employee shall have the right to select, from among the options discussed above in Section 3(e)(i) through Section 3(e)(v), the manner in which payment of the Withholding Obligation is made, including, without limitation, by the Company withholding shares of Common Stock as described in Section 3(e)(iii), regardless of the Board’s consent or lack thereof. The Employee shall forfeit any Awarded Shares for which he has not satisfied the Withholding Obligation in accordance with the terms of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of DisabilityAgreement.

Vesting. (a) Subject to the Participant’s continuing to be an employee of Twin River Management Group, Inc. (“TRMG”), the Option will vest as to 1/3 of the Option Shares on each of the first three anniversaries of the Effective Date. At any time, the portion of the Option which has become vested as described above (or pursuant to Section 2(b) or 2(c) below) is hereinafter referred to as the “Vested Portion.” (b) If the Participant’s employment by TRMG terminates because of his death or Disability, or his resignation without Good Reason, the Option will, to the extent not then vested, be canceled by the Company without consideration and the Vested Portion of the Option will be exercisable during the period set forth in Section 3(a). If the Participant is terminated as an employee by TRMG other than for Cause, death or Disability, or if the Participant resigns his employment for Good Reason, (i) the Option will, to the extent not then vested, be accelerated and become vested with respect to the 1/3 portion of the Option Shares that was next scheduled to vest following such termination of employment, (ii) the Option will, to the extent not then vested (including as a result of the preceding clause (i)), be canceled by the Company without consideration and (iii) the Vested Portion of the Option will be exercisable during the period set forth in Section 3(a), unless, within six months of such termination of employment by TRMG other than for Cause, death or Disability, or resignation for Good Reason, a Public Offering is consummated or the Company enters into a definitive agreement for a Change in Control, in which case the Option will fully vest upon such Change in Control or Public Offering, and will be exercisable during the period set forth in Section 3(a). If the Participant’s employment with TRMG is terminated for Cause, all Options whether or not vested and all other rights of the Participant hereunder will be forfeited and of no further force and effect. (c) Except as provided in paragraph 2(d)Section 2(b) above but notwithstanding any other provisions of this Agreement to the contrary, the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction event of a share shall become vested on the first Change in Control or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down Public Offering prior to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with TRMG, the Company Option will, to the extent not then vested and its Affiliates other than with respect to Restricted Stock Units that not previously canceled, immediately become fully vested as a result of the Participant’s death or termination of the Participant’s employment on account of Disabilityand exercisable.

Vesting. Except as provided in paragraph 2(d)Subject to the terms and conditions set forth herein, including, without limitation, the Participant’s interest provisions of Paragraph 5 hereof, beneficial ownership without the restrictions set forth in Paragraph 1 hereof (“Beneficial Ownership”) of the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit Grantee as follows and on the first anniversary of the respective dates herein set forth (each such date, a “Vesting Date”); provided, however, that, if any scheduled Vesting Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and occurs during a trading “blackout” period with respect to the remaining 25% of Grantee (a “Blackout Period”), then the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down otherwise ordinarily scheduled to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested Vesting Date shall instead vest on the earlier of (a) the first and second anniversaries becoming vested on day following the third anniversary termination of the applicable Blackout Period, or (b) December 31 of the year in which the Vesting Date of Award. was originally scheduled to occur: Notwithstanding the foregoing, any unvested Beneficial Ownership of all of the aforementioned shares of Restricted Stock Units covered by this Agreement, shall vest upon immediately, without any action on the date part of the earliest Company (or its successor as applicable) or the Grantee if, prior to a Forfeiture (as defined below) by the Grantee pursuant to Paragraph 4 hereof, any of the following events occur: (i) the Participant’s death or of the Grantee; (ii) the Grantee’s formal retirement from employment with the Company under acceptable circumstances as determined by the Committee in its sole discretion (which determination may be conditioned upon, among other things, the Grantee entering into a non-competition agreement with the Company); and (iii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the ParticipantGrantee’s employment with the Company and and/or its Affiliates other than with respect to Restricted Stock Units that become vested Affiliates, as a result of applicable, by the ParticipantCompany (or applicable Affiliates) without Cause (including upon or following the Grantee’s death or termination of the Participant’s employment on account of Disability).

Vesting. Except (a) The Restricted Stock Units will become nonforfeitable and payable to the Grantee pursuant to Section 6 hereof upon the occurrence of the dates and percentages as provided in paragraph 2(dset forth on Exhibit A. (b) Notwithstanding the provisions of Section 3(a), the Participant’s interest in all of the Restricted Stock Units shall vest subject to this Agreement will become nonforfeitable and become non-forfeitable, so long payable to the Grantee pursuant to Section 6 hereof upon any Change in Control that occurs while the Grantee is employed by or serving as the Participant remains in the continuous employ a director or consultant of the Company or an Affiliate from any Subsidiary. (c) Notwithstanding the provisions of Section 3(a), all of the Restricted Stock Units subject to this Agreement will become nonforfeitable and payable to the Grantee pursuant to Section 6 hereof on the 30th day following the date upon which the Grantee dies or becomes permanently disabled while employed by or serving as a director or consultant of the Company or a Subsidiary after the Date of AwardGrant. (d) Notwithstanding the provisions of Section 3(a), with respect if the Grantee’s employment is involuntarily terminated by the Company other than for Cause prior to 50% the time at which all Restricted Stock Units become nonforfeitable as provided in Section 3(a), all of the shares of Common Restricted Stock Units subject to this Restricted Stock Unit Agreement will become nonforfeitable and payable to the Grantee pursuant to Section 6 hereof on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon 30th day following the date of upon which the earliest of Grantee’s employment is involuntarily terminated by the following events Company without Cause. For this purpose, “Cause” shall mean: (i) the Participant’s death commission of an act of fraud, embezzlement, theft or other criminal act constituting a felony; (ii) the termination willful or wanton disregard of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ rules or policies of the Company or an Affiliate from its affiliates that results in a material loss, damage or injury to the Date Company or its affiliates; (iii) the repeated failure of Grantee to perform duties consistent with Grantee’s position or to follow or comply with the reasonable directives of the Award until Company’s or its affiliates’ Board of Directors (or applicable officer in the occurrence case of such earliest eventReGenesys, LLC) or Grantee’s superiors after having been given notice thereof (e.g., the insubordination of Grantee); or (iv) the material breach of any provision contained in a written non-competition, confidentiality or non-disclosure agreement between the Company or any of its affiliates and Grantee. Restricted Stock Units that have not vested in accordance with The determination of whether the preceding sentences of this paragraph 2(a) Grantee’s employment is terminated by the Company other than for Cause shall be forfeited, made by the Committee. In the event of a dispute between the Committee and the Participant shall have no further rights with respect to Grantee over the Restricted Stock Units, upon determination of whether the termination of the ParticipantGrantee’s employment with is terminated other than for Cause, the Company and its Affiliates other than with respect the Grantee agree that such dispute will be finally decided by a panel of three arbitrators having expertise in employment compensation in an arbitration conducted pursuant to Restricted Stock Units that become vested as a result the Commercial Arbitration Rules of the Participant’s death or termination American Arbitration Association, and judgment upon the award of the Participant’s employment on account of Disabilityarbitrators may be entered in any court having jurisdiction thereof. The Company and the Grantee each will appoint one arbitrator and the two appointed arbitrators will select a third arbitrator. Any arbitration hereunder will be conducted in Cleveland, Ohio.

Vesting. (a) Except as otherwise provided in paragraph 2(d)Section 3, the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ term of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit Option shall commence on the first Grant Date and shall expire on the tenth anniversary of the Date of AwardGrant Date. (b) At any time, with respect to 25% the portion of the shares Option that has become vested and exercisable as described in this Section 2 is hereinafter referred to as the “Vested Portion.” (c) [Performance-based (based on earnings per share growth generally exclusive of Common Stock subject to this Restricted Stock Unit items of an unusual or infrequent nature) and/or time-based vesting criteria] (d) For the avoidance of doubt, the Employee must be employed by the Corporation or a Subsidiary on the second anniversary date vesting occurs. (e) Upon termination of the Date Employee’s employment by reason of Award and with respect death, retirement or Disability, the Option shall, to the remaining 25% extent not expired pursuant to Section 2(a) and not vested and exercisable at that time, become fully vested and exercisable. (f) If the Employee ceases to be an employee of the shares of Common Stock subject to this Restricted Stock Unit on Corporation or a Subsidiary for any reason, the third anniversary Committee may, in its sole discretion, accelerate the vesting of the Date of Award; provided that no fraction of a share shall become Option, or any portion thereof, which has not expired pursuant to Section 2(a) and would not otherwise be vested and exercisable on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of such termination of employment. 1 Limited stock appreciation rights (“LSARs”) are granted to certain executives in tandem with stock options. LSARs are exercisable only during the earliest 60-day period commencing upon the occurrence of a Change in Control for cash and/or Shares equal to the following events excess of (i) the Participant’s death greater of (A) the Fair Market Value of one Share on the date of exercise and (B) the highest price per Share paid in the transaction or series of transactions constituting the Change in Control, over (ii) the termination Option Price. (g) If the Employee’s Employment with the Corporation is terminated for any reason other than death, retirement or Disability, or the Committee does not otherwise exercise its discretion, pursuant to the Plan and Section 2(f) above, to accelerate the vesting of the ParticipantOption in full upon the Employee’s employment termination for any reason, the Option shall expire immediately without consideration to the extent not vested and exercisable on account the date of Disability; provided that any such termination and the Participant remains in the continuous employ Vested Portion of the Company or an Affiliate from Option shall remain exercisable for the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested period set forth in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of DisabilitySection 3(a).

Vesting. Except as provided in paragraph 2(d), the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 50% of the (a) The shares of Common Stock subject to this Restricted Stock Unit the Option shall vest in equal annual installments on each of the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second three (3) anniversaries of the Date of AwardGrant (each, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disabilitya “Vesting Date”); provided that the Participant Executive remains in the continuous employ of employment with the Company or an Affiliate from thereof through, and has not given or received a notice of termination of such employment as of, the Date applicable Vesting Date. (b) Except as set forth in Section 2(c) below, if the 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 Award until the occurrence of such earliest event. Restricted Stock Units Executive with respect to Options that have not vested in accordance with the preceding sentences of this paragraph 2(ashall immediately terminate, (ii) any such unvested Options shall be forfeitedforfeited without payment of any consideration, and (iii) neither the Participant Executive nor any of the Executive’s successors, heirs, assigns, or personal representatives shall thereafter have no any further rights with respect or interests in such unvested Options. (c) If the Executive’s employment is terminated prior to the Restricted Stock Units, upon the termination of the Participant’s employment with final Vesting Date either (i) by the Company and its Affiliates other than with respect to Restricted Stock Units that become vested without Cause, (ii) by the Executive for Good Reason (as defined below) or (iii) as a result of the ParticipantExecutive’s death or termination Disability (each, a “Qualifying Termination”), the portion of the ParticipantOption that would have vested on the next Vesting Date had the 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 material diminution in the Executive’s title, status, duties, responsibilities or authority; or (iii) a material breach by the Company of the Executive’s individual offer letter with Company; provided, that, in no event shall any such action constitute Good Reason unless (x) the Executive provides written notice to the Company of such action within thirty (30) days after it occurs, (y) the Company fails to materially cure such action within fifteen (15) business days after the Executive provides such notice, and (z) the Executive terminates employment on account within ten (10) business days after the end of Disabilitysuch cure period.

Vesting. Except as provided in paragraph 2(d)(a) On any date before December 10, 2002, on which the Company satisfies any of the performance goals (each, a "Goal") set forth on Exhibit A annexed hereto, the Participant’s interest in Option will become exercisable for the Restricted number of Shares set forth opposite such Goal on Exhibit A. In the event that that any Goal has not been accomplished before December 10, 2002, the portion of the Performance Stock Units Option relating to such Goal, as reflected on Exhibit A, shall vest and become non-forfeitableexpire. The right to purchase Shares under the Option shall be cumulative, so long as that if the Participant remains in full number of Shares purchasable upon the continuous employ meeting of any Goal shall not be purchased, the balance may be purchased at any time or from time to time thereafter (regardless of whether the Company continues to meet such Goal) but not after the expiration of the Company or an Affiliate from the Date of Award, with respect to 50% Option. Notwithstanding any of the foregoing, in no event may a fraction of a Share be purchased under the Option. The Company shall at all times during the term of this Contract reserve and keep available such number of shares of Common Stock subject as will be sufficient to satisfy the requirements of this Restricted Contract. (b) The Board (or the Stock Unit on the first anniversary Option Committee or any other designated committee of the Date of AwardBoard) shall, with respect to 25% in its reasonable judgment, determine whether any Goal has been satisfied or otherwise fulfilled. Any such determination of the shares of Common Board (or the Stock subject to this Restricted Stock Unit on the second anniversary Option Committee or any other designated committee of the Date Board) shall be conclusive and binding upon the Optionee without any right of Award approval or review. (c) This Option shall become immediately exercisable in full upon the occurrence of a Change in Control (as defined below). A Change in Control shall be deemed to have occurred if (1) there has occurred a change in control as the term "control" is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"); (2) when any "person" (as such term is xxxxxxx xx Xxxxxxxx 0(x)(9) and with respect to the remaining 25% 13(d)(3) of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary Exchange Act), except for an employee stock ownership trust (or any of the Date trustees thereof), becomes a beneficial owner, directly or indirectly, of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ securities of the Company representing fifteen percent (15%) or an Affiliate from the Date more of the Award until Company's then outstanding securities having the occurrence right to vote on the election of directors, unless the transaction in which such person becomes such a beneficial owner was approved by a vote of at least two-thirds of the directors then still in office who were directors before such transaction was consummated; (3) during any period of not more than two (2) consecutive years, individuals who at the beginning of such earliest event. Restricted Stock Units that have not vested in accordance with period constitute the preceding sentences of this paragraph 2(a) shall be forfeitedCompany's Board (the "Board"), and any new director whose election by the Participant shall have no further rights with respect to Board or nomination for election by the Restricted Stock Units, upon the termination Company's stockholders was approved by a vote of at least two-thirds (2/3) of the Participant’s employment with directors then still in office who were either directors at the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result beginning of the Participant’s death period or termination whose election or nomination for election was previously approved, cease for any reason to constitute at least fifty-one percent (51%) of the Participant’s employment on account of Disability.entire Board;

Vesting. Except as provided in paragraph 2(d), the Participant’s interest in the Restricted Stock Units (a) The Option shall vest with respect to the Applicable Percentage (as defined herein) of Option Shares if and become non-forfeitable, only so long as the Participant remains in the continuous employ of Executive is and has continued to be employed by the Company or an Affiliate from any of its Subsidiaries through such vesting date. The Applicable Percentage shall mean that the Date of Award, Option shall vest over five (5) years with respect to 5020% of the shares of Common Stock subject to this Restricted Stock Unit Option Shares vesting on the first anniversary of the Date effective date of Awardthe Employment Agreement and 1/60th of the Option Shares vesting on a monthly basis thereafter until the Option is 100% vested (i.e., over four years). Notwithstanding anything to the contrary herein, the Applicable Percentage shall not increase once the Executive ceases to be employed by the Company or its Subsidiaries except and solely to the extent provided in the Employment Agreement; provided, however, that if Executive’s continuous service with the Company or its Subsidiaries is involuntarily terminated without Cause prior to the first anniversary of the effective date of the Employment Agreement, the Option shall be 20% vested as of the termination date. (b) Until such time as the Option has expired pursuant to this Agreement, Executive may exercise the Option pursuant to Section 2 above whether or not such Option has vested pursuant to subsection (a) above; provided that Executive shall enter into a restricted stock agreement with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award such Option Shares in form and with respect substance satisfactory to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided Board in its sole discretion (it being understood that no fraction of a share shall become vested on the first or second anniversaries of the Date of Awardsuch restricted stock agreement will provide, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoingamong other things, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of Disability.Option Shares

Vesting. Except The option herein granted shall become exercisable in whole or in part as provided in paragraph 2(d), the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long follows: (i) Exercisable as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 5066% of the shares of Common Stock subject (rounded down to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit nearest whole share) on the second anniversary of the Date of Award Grant Date; (ii) Exercisable in its entirety on and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on after the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on Grant Date; (iii) Exercisable in its entirety (x) upon the first or second anniversaries death of the Date Participant while the Participant is employed by the Company or (y) in the event of Award, with Disability (as defined in the amount Plan) of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and Participant while the sum of such fractional shares not so vested on Participant is employed by the first and Company; (iv) If the Participant retires from the Company at any time following the second anniversaries becoming vested on the third anniversary of this Agreement and at such time satisfies the Date of Award. Notwithstanding Normal Retirement Criteria (defined below), the foregoing, any unvested Restricted Stock Units covered by this Agreement, option herein granted shall vest upon the date of the earliest of the following events continue to become exercisable as set forth in clauses (i) through (ii) of this Section 1(a). The Normal Retirement Criteria will be satisfied if the Participant shall (x) retire (and satisfy the Company’s criteria for retirement at such time) from the Company, (y) be at least 55 years of age at the time of such retirement, and (z) have at least ten credited years of service with the Company or its subsidiaries at the time of such retirement; (v) If at the time of retirement the Participant satisfies the Normal Retirement Criteria and subsequently dies or becomes Disabled before the Participant’s death option herein granted becomes exercisable in its entirety as set forth in clause (iii) of this Section 1(a), the option herein granted shall become exercisable as set forth in clause (iii) of this Section 1(a); (vi) Notwithstanding anything to the contrary in Section 1(a)(iii), in the event of a Change in Control (as defined in the Plan), unless the successor company, or (ii) the termination a parent of the Participant’s employment on account of Disability; provided that the Participant remains successor company in the continuous employ Change in Control agrees to assume, replace, or substitute the option granted hereunder (as of the Company or an Affiliate from the Date of the Award until the occurrence consummation of such earliest event. Restricted Stock Units that have not vested Change in accordance Control) with an option on substantially identical terms, as determined by the preceding sentences of this paragraph 2(a) shall be forfeitedCommittee, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of if the Participant’s employment with the Company and or its Affiliates other (or any successor thereto) is terminated within two years following a Change in Control either (x) by the Company or its Affiliates (or any successor thereto) without Cause (as defined in the Plan) or (y) by the Participant with Good Reason, the option granted hereunder shall become exercisable in its entirety as of the date of such termination. As used herein, “Good Reason” shall mean the occurrence of any of the following: (i) a material breach by the Company or its Affiliates (or any successor thereto) of this Agreement or any employment agreement to which Participant is a party; (ii) a material reduction in the Participant’s authority, duties and responsibilities; or (iii) the Company requires the Participant to permanently relocate by more than 50 miles from the existing LSI Cincinnati location as a condition of his employment. If the Participant does not terminate his employment within 60 days after the first occurrence of the circumstances giving rise to Good Reason, then the Participant will be deemed to have waived such right to terminate for Good Reason with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of Disabilitysuch circumstances.

Vesting. Except Subject to the provisions contained herein, your option will vest as provided in paragraph 2(d), your Grant Notice. Vesting will cease upon the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ termination of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Awardyour Continuous Service. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events provisions shall apply: (a) In the event your Continuous Service is terminated due to your Disability, then the vesting and exercisability of your option shall accelerate in an amount equal to the lesser of (i) the Participant’s death or then remaining unvested shares covered by your option, and (ii) the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-six (36) months (or such lesser period of time as is determined by the Board) after the date of such termination. (b) In the event your Continuous Service is terminated due to your death or in the event that you die within 3 months following the termination of your service for any reason other than Cause, then the Participant’s employment on account vesting and exercisability of Disability; provided your option shall accelerate in an amount equal to the lesser of (i) the then remaining unvested shares covered by your option, and (ii) the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-six (36) months (or such lesser period of time as is determined by the Participant remains Board) after the date of such termination. (c) In the event of either a Change in Control or a Corporate Transaction that is not a license, and you have not terminated your Continuous Service prior to the continuous employ effective date of the Change in Control or Corporate Transaction, then the vesting and exercisability of your option will be accelerated in full upon the effective date of such Change in Control or Corporate Transaction. (i) If any payment or benefit you would receive from the Company or an Affiliate from otherwise in connection with a Change in Control or other similar transaction (a “280G Payment”) would (i) constitute a “parachute payment” within the Date meaning of Section 280G of the Award until Code, and (ii) but for this sentence, be subject to the occurrence excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a280G Payment (a “Payment”) shall be forfeitedequal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into 1. account all applicable federal, state and local employment taxes, income taxes, and the Participant Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall have no further rights occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (ii) Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (iii) Unless you and the Company agree on an alternative accounting firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of a Change in Control triggering the Payment shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting a Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the Restricted Stock Unitsdeterminations by such accounting firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to provide its calculations, upon together with detailed supporting documentation, to you and the termination Company within fifteen (15) calendar days after the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by you or the Company) or such other time as requested by you or the Company. (iv) If you receive a Payment for which the Reduced Amount was determined pursuant to clause (x) of the Participant’s employment with first paragraph of this Section 1(c) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you shall promptly return to the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result sufficient amount of the Participant’s death or termination Payment (after reduction pursuant to clause (x) of the Participant’s employment on account first paragraph of Disabilitythis Section 1(c)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section 1(c), you shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Vesting. (a) Except as otherwise provided in paragraph 2(d)Section 3, the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ term of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit Option shall commence on the first Grant Date and shall expire on the tenth anniversary of the Date of AwardGrant Date. (b) At any time, with respect to 25% the portion of the shares Option that has become vested and exercisable as described in this Section 2 is hereinafter referred to as the “Vested Portion”. (c) [Performance-based (based on earnings per share growth generally exclusive of Common Stock subject to this Restricted Stock Unit items of an unusual or infrequent nature) and/or time-based vesting criteria] (d) For the avoidance of doubt, the Employee must be employed by the Corporation or a Subsidiary on the second anniversary date vesting occurs. (e) Upon termination of the Date Employee’s employment by reason of Award and with respect death, retirement or Disability, the Option shall, to the remaining 25% extent not expired pursuant to Section 2(a) and not vested and exercisable at that time, become fully vested and exercisable. (f) If the Employee ceases to be an employee of the shares of Common Stock subject to this Restricted Stock Unit on Corporation or a Subsidiary for any reason, the third anniversary Committee may, in its sole discretion, accelerate the vesting of the Date of Award; provided that no fraction Option, or any portion thereof, which has not expired 1 Limited stock appreciation rights (“LSARs”) are granted to certain executives in tandem with stock options. LSARs are exercisable only during the 60-day period commencing upon the occurrence of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down Change in Control for cash and/or Shares equal to the nearest whole number excess of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death greater of (A) the Fair Market Value of one Share on the date of exercise and (B) the highest price per Share paid in the transaction or series of transactions constituting the Change in Control, over (ii) the Option Price. pursuant to Section 2(a) and would not otherwise be vested and exercisable on the date of such termination of employment. (g) If the ParticipantEmployee’s employment on account of Employment with the Corporation is terminated for any reason other than death, retirement or Disability; provided that , or the Participant remains in Committee does not otherwise exercise its discretion, pursuant to the continuous employ Plan and Section 2(f) above, to accelerate the vesting of the Company or an Affiliate from Option in full upon the Date Employee’s termination for any reason, the Option shall expire immediately without consideration to the extent not vested and exercisable on the date of any such termination and the Vested Portion of the Award until Option shall remain exercisable for the occurrence of such earliest event. Restricted Stock Units that have not vested period set forth in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of DisabilitySection 3(a).

Vesting. Except as provided in paragraph 2(d), the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long as Provided the Participant remains in continuous service with the continuous employ Company through the applicable date or event: (i) A number of RSUs equal to one-third (1/3) of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Target Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share Amount shall become vested on each of (A) Xxxxx 00, 0000, (X) April 15, 2021 and (C) April 15, 2022; (ii) In the first or second anniversaries event of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or Disability, any RSUs that are subject to vesting under Section 3(a)(i) above, but not yet otherwise vested, will then become vested; (iiiii) Upon the Participant becoming Retirement Eligible, any RSUs that are subject to vesting under Section 3(a)(i) above, but not yet otherwise vested, will then become vested; and (iv) Upon a Company-initiated termination of the Participant’s employment on account without Cause, or the Participant’s resignation with Good Reason, in either case during the one year period following a Change of DisabilityControl, any RSUs that are subject to vesting under Section 3(a)(i) above, but not yet otherwise vested, will then become vested; provided that the Participant remains in the continuous employ executes a general release of claims against the Company or an Affiliate from and its affiliates in a form reasonably prescribed by the Date of the Award until the occurrence of Company and that release becomes irrevocable within 45 days after such earliest eventtermination. Restricted Stock Units that have not vested in accordance with the preceding sentences of If Participant fails to timely satisfy this paragraph 2(arelease requirement, all RSUs otherwise vesting under this Paragraph 3(a)(iv) shall be forfeited, forfeited and the Participant shall will have no further rights with respect to the Restricted Stock Units, upon the termination of thereto. (v) Upon the Participant’s termination of employment with the Company Company, the Participant will forfeit all RSUs subject to vesting under this Section 3 (and its Affiliates other than all rights with respect to Restricted Stock Units thereto) that have not become vested as a result of or prior to such termination. In addition, if the Participant’s death termination is for Cause, all RSUs subject to this Section 3 (whether or termination of not then vested) and any Shares underlying RSUs that have not yet been issued to the Participant’s employment on account of DisabilityParticipant shall then be automatically forfeited.

Vesting. Except as provided in paragraph 2(d)(i) The Restricted Stock shall become vested and cease to be Restricted Stock, and accordingly, the Participant’s interest restrictions contained in Sections 2, 3(a) and 3(b) shall no longer apply (but the Restricted Stock Units Shares shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock remain subject to this Restricted Stock Unit Section 5) on the first anniversary of the Grant Date of Award, with respect to 25% of (the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability“Vesting Date”); provided that the Participant remains has not had a Termination at any time prior to the Vesting Date. (ii) There shall be no proportionate or partial vesting in the continuous employ periods prior to the Vesting Date and all vesting shall occur only on the Vesting Date; provided that no Termination has occurred prior to such date. (iii) In the event (x) of a Change in Control; (y) the Participant ceases to be a member of the Company or an Affiliate from the Date Board for any of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(afollowing reasons: (1) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination runs for re-election as a director at an annual meeting of the ParticipantCompany’s employment with stockholders and is not re-elected or (2) the Company Participant is willing to stand for re-election at an annual meeting of the Company’s stockholders and its Affiliates other than with respect is not nominated by the Board to Restricted Stock Units that become vested as a result run for re-election; or (z) of the Participant’s death or termination Disability, in each case, prior to the Vesting Date, then all unvested shares of Restricted Stock shall immediately vest upon the happening of any such event. (iv) When any shares of Restricted Stock become vested, the Company shall promptly issue and deliver, unless the Company is using a book entry or similar method pursuant to Section 8, in which case the Company shall, upon the Participant’s employment on account request, promptly issue and deliver, to the Participant a new stock certificate registered in the name of Disabilitythe Participant for such Shares without the legend set forth in Section 4(a) hereof and deliver to the Participant such Shares and any related other RS Property (all of which is included in the term Restricted Stock), in each case, free of all liens, claims and other encumbrances (other than those created by the Participant), subject to applicable withholding taxes.

Vesting. There shall be established a notional account (the “Notional Account”) to which shall be added the amounts of Employee’s compensation contemplated in Sections 7, and 8. The right of Employee to receive any amounts or payments pursuant to Sections 7 and 8 shall be subject to and limited by, all of the terms and provisions of this Agreement. Employee shall have no rights to receive any amounts or payments in respect of the Notional Account or any amounts deemed to be held therein (other than Section 10 Payments in accordance with Section 10 above) unless, and then only to the extent that, Employee is vested therein in accordance with the terms of this Section 11 (taking into consideration any accelerations expressly provided for in clause (a), (b), (c) or (d) below) (such amounts so vested, minus any Section 10 Payments; the “Vested Amount”) and such payments shall only be made as expressly set forth in Section 10 or 12 hereof. The Employee’s rights in the Notional Account shall vest 100% on the Scheduled Expiration Date (as defined in Section 20 below) if he continues to be an employee of Employer hereunder through that date. Vesting of the Notional Account shall accelerate such that the Notional Account shall be 100% vested upon the occurrence of any of the following events during the Term: (a) the employment of Employee is terminated by Employer without Cause; or (b) Employee resigns by means of a Permitted Resignation (as defined in Section 17 below); or (c) the employment of Employee is terminated due to Employee’s death or disability (as contemplated in Section 12(f)); or (d) a Shutdown. Except as provided in the final sentence of the paragraph 2(dimmediately prior hereto (including clauses (a), the Participant’s interest in the Restricted Stock Units shall vest (b), (c) and become non-forfeitable(d)) above), so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 5020% of the shares of Common Stock subject to this Restricted Stock Unit Notional Account will vest on the first (and only on) each one year anniversary of the Execution Date and only if Employee continues to be an employee of AwardEmployer hereunder through that date, with and no acceleration or other vesting will occur. All unvested amounts will be forfeited in all respects by Employee on any cessation of his employment under this Agreement (after taking into consideration any accelerations expressly provided for in clause (a), (b), (c) or (d) above). If Employee resigns (other than by means of a Permitted Resignation) or if his employment otherwise terminates as contemplated in Section 12(d) then he will not be entitled to any payment in respect to 25% of any unvested portion of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award Notional Account and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that his unvested interest therein will not vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall will be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of Disability.

Vesting. a. Except as otherwise expressly provided in paragraph 2(d)Section 7.b hereof, the subject to Participant’s interest in continued employment or service through each applicable vesting date, (i) twenty percent (20%) of the Restricted Stock Units total number of Shares subject to the Option shall vest and become non-forfeitable, so long as exercisable on the Participant remains in earlier to occur of (A) two (2) business days after the continuous employ first day that the Common Stock becomes listed on a nationally recognized securities exchange and (B) the six (6)-month anniversary of the Company or first date of an Affiliate from initial public offering of the Common Stock that occurs following the Effective Date (the “Initial Tranche”), and (ii) an additional twenty percent (20%) of Awardthe total number of Shares subject to the Option shall vest and become exercisable on each of the first four (4) anniversaries of the date of grant. b. Notwithstanding anything to the contrary contained in Section 7.a hereof, with respect to 50upon a Participant’s Qualifying Termination, (i) 100% of the total number of shares of Common Stock subject to this Restricted Stock Unit the unvested Option shall vest, if such Qualifying Termination is on or before the first anniversary of the Date date of Award, with respect to 25grant; (ii) 50% of the total number of shares of Common Stock subject to this Restricted Stock Unit the unvested Option shall vest, if such Qualifying Termination is after the first anniversary and on or before the second anniversary of the Date date of Award grant; and with respect to the remaining (iii) 25% of the total number of shares of Common Stock subject to this Restricted Stock Unit the unvested Option shall vest, if such Qualifying Termination is after the second anniversary and on or before the third anniversary of the Date date of Awardgrant; provided provided, that no fraction if a Participant undergoes a Qualifying Termination or is terminated due to death or Disability, in each case, prior to vesting of the Initial Tranche, the Initial Tranche shall vest and become exercisable upon such termination. c. Notwithstanding anything to the contrary contained in Section 7.a hereof, 100% of the total number of Shares subject to the Option shall vest immediately prior to the consummation of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down Change in Control. d. Notwithstanding anything to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoingcontrary contained herein, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or Option shall not be exercisable, and shall be void and of no further force and effect, after the expiration of the Option term, and (ii) the vesting shall cease immediately upon termination of the Participant’s employment on account of Disability; or service for any reason other than as provided that the Participant remains in the continuous employ Section 7.b, and any portion of the Company Option that has not vested on or an Affiliate from prior to the Date of the Award until the occurrence date of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) termination shall be forfeitedforfeited on such date. Upon a termination of employment or service, and the Participant shall have no further rights with respect ninety (90) days from the date of termination to exercise the Restricted Stock Unitsvested portion of Participant’s Option, upon provided, that if such termination is due to death, Disability or a Qualifying Termination, Participant shall have until the earlier of (A) three (3) years post-termination and (B) the end of the Option term, in which to exercise the vested portion of Participant’s Option. In the event of Participant’s termination of employment for Cause, the Participant’s employment with Option shall automatically terminate on the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result date of the Participant’s death or termination of the Participant’s employment on account of Disabilitysuch termination.

Vesting. Except This Option may be exercised only to the extent it is vested. For purposes of this section, reference is hereby made to that certain Incentive Stock Option Agreement, dated as provided in paragraph 2(d)of September 21, 2016, between the Participant’s interest in the Restricted Stock Units Company and Xxxx Xxxxx, granting 750,000 options to purchase shares of Common Stock, which shall vest and become non-forfeitable, so long as exercisable upon the Participant remains achievement of the performance criteria set forth therein (the “Tranche A Options”). Subject to you remaining employed by the Company or in the continuous employ service of the Company on its Board of Directors on the applicable vesting dates below, this Option shall vest as follows: · 750,000 shares underlying this Option shall vest and become exercisable upon the Company entering into a second (i.e., in addition to the transaction described in the Tranche A Options agreement) collaboration and/or licensing agreement with a corporate partner on terms acceptable to the Board that provides the Company will receive at least $* in upfront fees upon signing (the “Tranche B Options”); provided that, in the event that the Company enters into collaboration and/or licensing agreement(s) with one or more corporate partners on terms acceptable to the Board that collectively provide the Company will receive at least an Affiliate aggregate of $* in upfront fees upon signing, all of the Tranche A Options and Tranche B Options shall vest and become exercisable; and · 1,000,000 shares underlying this Option shall vest and become exercisable upon the closing of an equity financing transaction on terms acceptable to the Board with gross proceeds to the Company of at least $*, which may include proceeds from the Date exercise of Awardsome or all of the warrants issued in connection with the Company’s July 2014 private placement offering (the “Tranche C Options”); provided that, in the event the Company raises at least $* in one or more transactions (including proceeds from the exercise of some or all of the warrants issued in connection with the Company’s July 2014 private placement offering), with respect to 50% at least $* raised through non-dilutive collaboration and/or licensing agreements, all of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of AwardTranche A Options, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award Tranche B Options, and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, Tranche C Options shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of Disabilityexercisable.

Vesting. Except The Phantom Shares shall be subject to the terms and conditions set forth in this paragraph 2. (a) One-third (33%) of the Phantom Shares shall vest on each of June 30, 2012, June 30, 2013 and June 30, 2014 (each a “Vesting Date”), subject to the achievement of the performance goals/measures set forth on Exhibit A for each 12-month period ending on such Vesting Date; provided, that, the Grantee remains employed by the Company through each such Vesting Date. Each 12-month period ending on a Vesting Date shall be referred to herein as a “Performance Period.” (b) In the event that, prior to June 30, 2014, the Grantee has a Termination of Service by the Company for Cause (as defined in the Employment Agreement) or (ii) by the Grantee for any reason other than as set forth in paragraph 2(c) below, then all Phantom Shares granted to the Grantee hereunder shall thereupon, and with no further action, be forfeited by the Grantee. (c) In the event that, prior to June 30, 2014, the Grantee has a Termination of Service (i) due to his or her death or Disability (as defined in the Employment Agreement), (ii) by the Company for any reason other than Cause, (iii) to the extent provided in the Employment Agreement, by the Grantee for “Good Reason” or in connection with a “Change in Control” (each as defined in the Employment Agreement), then notwithstanding anything to the contrary in the Employment Agreement, the Phantom Shares that would otherwise vest on the next Vesting Date shall vest, provided that the performance goals for the applicable Performance Period are subsequently achieved and any such vested Phantom Shares shall be settled as provided in paragraph 2(d)3 hereunder. (d) Except as contemplated above, the Participant’s interest in the Restricted Stock Units shall vest event that the Grantee has a Termination of Service, any and become non-forfeitable, so long as the Participant remains in the continuous employ all of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the ParticipantGrantee’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that Phantom Shares which have not vested in accordance with the preceding sentences prior to or as of this paragraph 2(a) such termination shall be forfeitedthereupon, and the Participant shall have with no further rights with respect action, be forfeited and cease to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of Disabilitybe outstanding.

Vesting. Except Subject to the provisions contained herein, your option will vest as provided in paragraph 2(d), your Grant Notice. Vesting will cease upon the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ termination of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Awardyour Continuous Service. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events provisions shall apply: (a) In the event your Continuous Service is terminated due to your Disability, then the vesting and exercisability of your option shall accelerate in an amount equal to the lesser of (i) the Participant’s death or then remaining unvested shares covered by your option, and (ii) the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-six (36) months (or such lesser period of time as is determined by the Board) after the date of such termination. (b) In the event your Continuous Service is terminated due to your death or in the event that you die within 3 months following the termination of your service for any reason other than Cause, then the Participant’s employment on account vesting and exercisability of Disability; provided your option shall accelerate in an amount equal to the lesser of (i) the then remaining unvested shares covered by your option, and (ii) the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-six (36) months (or such lesser period of time as is determined by the Participant remains Board) after the date of such termination. (c) In the event of either a Change in Control or a Corporate Transaction that is not a license, and you have not terminated your Continuous Service prior to the continuous employ effective date of the Change in Control or Corporate Transaction, then the vesting and exercisability of your option will be accelerated in full upon the effective date of such Change in Control or Corporate Transaction. (i) If any payment or benefit you would receive from the Company or an Affiliate from otherwise in connection with a Change in Control or other similar transaction (a “280G Payment”) would (i) constitute a “parachute payment” within the Date meaning of Section 280G of the Award until Code, and (ii) but for this sentence, be subject to the occurrence excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a280G Payment (a “Payment”) shall be forfeitedequal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Participant Excise Tax (all 1. computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall have no further rights occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (ii) Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (iii) Unless you and the Company agree on an alternative accounting firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of a Change in Control triggering the Payment shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting a Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the Restricted Stock Unitsdeterminations by such accounting firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to provide its calculations, upon together with detailed supporting documentation, to you and the termination Company within fifteen (15) calendar days after the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by you or the Company) or such other time as requested by you or the Company. (iv) If you receive a Payment for which the Reduced Amount was determined pursuant to clause (x) of the Participant’s employment with first paragraph of this Section 1(c) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you shall promptly return to the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result sufficient amount of the Participant’s death or termination Payment (after reduction pursuant to clause (x) of the Participant’s employment on account first paragraph of Disabilitythis Section 1(c)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section 1(c), you shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Vesting. Except as provided in paragraph 2(d)Subject to the terms, conditions, and limitations set forth herein, the Participant’s interest Restricted Shares shall vest in the Restricted following amounts on the following dates (which shall constitute Vesting Dates) provided that the Grantee is either on the Board of Directors of CompuCredit (or one of its subsidiaries) or a full-time employee of CompuCredit (or one of its subsidiaries) on the applicable date: In no event shall a fractional share of Common Stock Units shall vest and become non-forfeitablebe reissued to Grantee upon vesting. In the event that Grantee would otherwise be entitled to a fractional share because of a term, so long as condition or limitation set forth herein, the Participant remains in the continuous employ number of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share be reissued upon vesting shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being be rounded down to the nearest whole number and such fractional share shall remain a Restricted Share, subject to all terms, conditions and limitations set forth herein. In addition, until the date set forth above, and provided that the Grantee is either on the Board of shares Directors of CompuCredit (or one of its subsidiaries) or a full-time employee of CompuCredit (or one of its subsidiaries) at the time of a "change in control," any Restricted Shares that will theretofore have not vested shall immediately vest upon a "change in control." For these purposes, a "change in control" shall mean the acquisition of 50% or more of the "beneficial ownership" of the voting equity securities of CompuCredit (on such anniversary a fully diluted as-converted basis) by any person or "group" (with the terms "beneficial ownership" and "group" having the meaning given to them for purposes of Schedule 13D under the Securities Exchange Act of 1934) other than (i) Xxxxx X. Xxxxx, III, Xxxxx X. Xxxxx, their spouses, their descendants and the sum spouses of such fractional shares not so vested on their descendants, (ii) trusts and other entities established generally for the first benefit of Xxxxx X. Xxxxx, III, Xxxxx X. Xxxxx, their spouses, their descendants and second anniversaries becoming vested on the third anniversary spouses of their descendants, and/or (iii) charitable trusts, foundations or similar entities established by any of the Date of Awardforegoing. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided Shares that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that theretofore have not vested in accordance with the preceding sentences shall immediately vest upon death or Disability of this paragraph 2(a) Grantee. Upon vesting CompuCredit shall be forfeitedentitled to retain (or if it is not then holding the shares, receive) shares of Common Stock having a Fair Market Value, at the time of vesting, equal to such amount as CompuCredit determines is required under applicable federal, state or local law to be withheld and the Participant shall have no further rights with respect paid over to the Restricted Stock Units, upon the termination governmental taxing authorities by reason of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result vesting of the Participant’s death or termination such shares of the Participant’s employment on account of DisabilityCommon Stock.

Vesting. Except as provided in paragraph 2(d), the Participant’s interest in the Restricted Stock (a) The Partnership Units shall vest and become non-forfeitable, so long vested as the Participant remains in the continuous employ follows: (i) forty percent (40%) of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share Partnership Units shall become vested on the first or second anniversaries of the Date of AwardFebruary 23, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or 2024; (ii) the termination twenty percent (20%) of the Participant’s employment Partnership Units shall become vested on account February 23, 2025; (iii) twenty percent (20%) of Disabilitythe Partnership Units shall become vested on February 23, 2026; and (iv) twenty percent (20%) of the Partnership Units shall become vested on February 23, 2027 (each such date, a “Vesting Date”); provided that the Participant remains in continuous employment with the continuous employ Employer through, and has not given or received a notice of the Company or an Affiliate from the Date of the Award until the occurrence termination of such earliest eventemployment as of, the applicable Vesting Date. Restricted Stock Units that have not vested in accordance with For the preceding sentences avoidance of this paragraph 2(a) shall be forfeiteddoubt, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than Employer shall be deemed to have terminated upon (i) the date the Participant provides the Employer with respect to Restricted Stock Units that become vested as a result notice of the Participant’s death or termination of intent to terminate the Participant’s employment with the Employer or (ii) the date the Employer provides the Participant with notice of its intent to terminate the Participant’s employment with the Employer. (b) If the Participant’s employment with the Employer is terminated by the Employer for Cause or by the Participant without Good Reason (each as defined in Section 8 hereof) or, in the case of a termination covered by Section 2(c) hereof, if the Participant engages in Detrimental Activities (as defined in Section 8 hereof), then any unvested Partnership Units shall be forfeited without the payment of any consideration with respect thereto. (c) If the Participant’s employment with the Employer is terminated (i) by the Employer without Cause, (ii) by the Participant for Good Reason or (iii) due to the Participant’s Disability (as defined in Section 8 hereof), then any unvested Partnership Units shall continue to vest under the schedule set forth in Section 2(a) hereof; provided that the Participant does not engage in Detrimental Activities through the applicable Vesting Date. (d) If the Participant’s employment with the Employer is terminated due to the Participant’s death, then any unvested Partnership Units shall immediately vest. (e) If a Change in Control (as defined in Section 8 hereof) occurs and the Participant’s employment with the Employer is terminated by the Employer without Cause or by Participant for Good Reason on account or within twelve (12) months after the effective date of Disabilitythe Change in Control, then any unvested Partnership Units shall immediately vest. (f) The Partnership Units are Qualifying Equity covered under the Company’s Retirement Policy.

Vesting. Except as provided in paragraph 2(d), (a) Subject to the Participant’s interest in continued employment with the Restricted Stock Units Company, the Option shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, exercisable with respect to 50% one third (1/3) of the shares of Common Stock subject to this Restricted Stock Unit Shares initially covered by the Option on the first anniversary each of the Date of Awardsecond, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award third and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second fourth anniversaries of the Date of AwardGrant (each, with an “Option Vesting Date”). At any given time, the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary portion of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events Option which has become vested and exercisable as described above (ior pursuant to Sections 2(b) the Participant’s death or (iid) below) is hereinafter referred to as the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a“Vested Portion.” (b) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of If the Participant’s employment with the Company and its Affiliates is terminated due to the Participant’s normal retirement at or after age 65, then the Option shall continue to vest on the schedule provided in Section 2(a) above, subject to the Participant’s not engaging in any “Competitive Activity” (as defined in Section 3(a) below). (c) If the Participant’s employment with the Company is terminated by the Participant for Good Reason (as defined below) or by the Company without Cause (as defined below) (other than with respect to Restricted Stock Units that become vested as a result of the ParticipantCompany’s election not to extend the Term of the Employment Agreement as contemplated by Section 2 of the Employment Agreement, or by reason of death or Disability (as defined below)), the Option shall vest with respect to the greater of (x) the percentage of the Option that otherwise would have vested on the next Option Vesting Date if no such termination had occurred and (y) the percentage of the Option so that, in the aggregate, 200,000 Shares subject to the Option would then be vested hereunder. (d) If the Participant’s employment on account with the Company is terminated for any reason other than that expressly described in Section 2(b) or 2(c) above, the Option shall, to the extent not then vested, be canceled by the Company without consideration and the Vested Portion of Disabilitythe Option shall remain exercisable for the period set forth in Section 3(a). (e) Notwithstanding any other provision of this Agreement to the contrary, in the event of a Change of Control (either as defined in the Employment Agreement or in the Plan) the Option shall, to the extent not then vested and not previously canceled, immediately become fully vested and exercisable as contemplated by Section 13 of the Plan.

Vesting. Except as provided (a) The Participant shall become vested in paragraph 2(d)the Restricted Stock Units, in installments, on the dates indicated in the following table: Vesting Date Percentage of Vested Restricted Stock Units (b) [In the event of the Participant’s interest Termination (x) by the Company without Cause (other than as a result of death or disability) or (y) by the Participant for Good Reason: (i) if such Termination occurs within the twelve (12) month period following a Change in Control (a “CIC Period”), then upon the date of such Termination the Participant shall become one hundred percent (100%) vested in the Restricted Stock Units, and (ii) if such termination occurs other than within a CIC Period, then upon the date of such Termination the Participant shall become vested in the portion of the Restricted Stock Units that would have become vested had the Participant remained employed for a period of twelve (12) month following the date of Termination.]1//[In the event of the Participant’s Termination by the Company without Cause (other than as a result of death or disability) within the twelve (12) month period following a Change in Control, the Participant shall become one hundred percent (100%) vested in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of such Termination.]2 (c) [In the earliest event of the following events Participant’s Termination (i) due to the Participant’s 's death or (ii) by the termination Company due to the Participant's Disability, the Participant shall become vested in the portion of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that would have become vested had the Participant remained employed for a period of twelve (12) month following the date of Termination.]3 (d) Except as otherwise provided in this Agreement, upon the Participant’s Termination for any reason, the portion of the Restricted Stock Units in which the Participant has not become vested in accordance with shall be cancelled, and forfeited by the preceding sentences Participant, without consideration. (e) Notwithstanding any provision of this paragraph 2(a) shall be forfeitedAgreement to the contrary, and upon the Participant shall have no further rights with respect to Participant’s Termination by the Company for Cause, the Restricted Stock Units, upon including any portion in which the termination of Participant had previously become vested, shall be cancelled, and forfeited by the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of Disability, without consideration.

Vesting. Except (a) So long as provided in paragraph 2(d)the Employee continues to be employed by the Company or its Subsidiaries, the Participant’s interest in the Restricted Stock Units shall vest become 100% vested and become non-forfeitable, so long as forfeitable upon the Participant remains in the continuous employ earliest to occur of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on (i) the first anniversary of the Date of AwardGrant Date, (ii) the date immediately preceding the date on which the Company completes a secondary public offering, provided Employee is employed with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit Company on the second date the offering commenced; (iii) a Change in Control; (iv) the date on which, at any time from the Grant Date until the tenth anniversary of the Date Initial Public Offering (as defined below), at least two of Award Xxxxx Xxxxxx, Xxxxxx Xxxxxxx and with respect Xxxxx Xxxx are not employed by, or do not serve as a director of, the General Partner, the Partnership or any of its subsidiaries; or (v) the Employee’s death or Disability; provided, that, notwithstanding the foregoing, the Restricted Stock shall vest to the remaining 25% extent necessary to allow Employee to participate in secondary offerings that commence after the Employee’s commencement of employment with the Company on the same pro rata basis as other U.S. senior managing directors of the shares Company, taking into account all of Common Stock the Employee’s outstanding equity awards (including any Shares subject to this any restricted stock grants and restricted stock unit grants) in the denominator. (b) Notwithstanding any of the foregoing, the Restricted Stock Unit shall also become 100% vested and non-forfeitable upon Employee’s termination of employment for Good Reason (as defined below) or the Company’s termination of the Employee’s employment without Cause (as defined below). (c) Subject to the provision of Section 5 below, the Company shall only deliver to the Employee Shares underlying vested Restricted Stock on the third earlier of (i) the Employee’s death, Disability, termination without Cause by the Company or resignation for Good Reason, (ii) the fifth anniversary of the Date of Award; provided that no fraction of Initial Public Offering or (iii) immediately prior to a share shall become vested on Change in Control where the first or second anniversaries of Shares, in whole, do not survive the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Awardtransaction. Notwithstanding the foregoing, any unvested however, the Employee shall also be able to transfer Shares underlying vested Restricted Stock Units covered by this Agreement, shall vest upon as an Employee in secondary offerings that commence after the date Employee’s commencement of employment with the Company of vested Shares on the same pro rata basis as other U.S. senior managing directors of the earliest Company, taking into account all of the following events Employee’s outstanding equity awards (iincluding any Shares subject to any restricted stock grants and restricted stock unit grants) in the Participant’s death or denominator. (iid) In the termination event of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ death of the Company or an Affiliate from Employee, the Date delivery of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested Shares under Section 2(c) shall be made in accordance with the preceding sentences beneficiary designation form on file with the Company; provided, however, that, in the absence of any such beneficiary designation form, the delivery of Shares under Section 2(c), as applicable, shall be made to the person or persons to whom the Employee’s rights under the Agreement shall pass by will or by the applicable laws of descent and distribution. (e) For purpose of this paragraph 2(a) shall be forfeitedAgreement, and the Participant following terms shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of Disability.following meanings:

Vesting. Except as provided in paragraph 2(d(a) Subject solely to the provisions of Sections 3(b), 4(a), 4(b) and 4(c) below and Section 15 of the Participant’s interest in Plan, the Restricted Stock Units Option shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ exercisable on each anniversary of the Company or an Affiliate from the Grant Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit (beginning on the first anniversary of the Date of Award, Grant Date) with respect to an aggregate of twenty-five percent (25% %) of the shares of Common Stock Shares originally subject to the Option; provided that the Grantee is employed by the Company as of each such vesting date. The portion of the Option which has become vested and exercisable as described in Sections 3(a) or 3(b) is hereinafter referred to as the “Vested Portion.” Notwithstanding the foregoing, the Committee may, in its discretion, accelerate vesting of the Option or extend the applicable exercise period subject to the terms and restrictions of the Plan. (b) Notwithstanding the foregoing, one hundred percent (100%) of the Shares then subject to the Option shall be accelerated and become vested and exercisable immediately prior to, but subject to the consummation of, a Change in Control. (c) If the Grantee's Service is terminated by the Company without Cause or by the Grantee for Good Reason (as defined in the Employment Agreement), the Option shall vest and become exercisable on the next anniversary of the Date of Grant with respect to twenty five percent (25%) of the Shares then subject to the Option. The remaining portion of the Option shall automatically be canceled without payment of any consideration therefor. For purposes of this Restricted Stock Unit on Section 3(c), and of the percentages set forth in it, Shares previously subject to the Option, and in respect of which the Option has already been exercised, shall be treated as still subject to the Option. If the Grantee's Service is terminated by the Company without Cause or by the Grantee for Good Reason, the Vested Portion of the Option (including that which continues to vest in accordance with this Section 3(c)) shall remain exercisable until the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of DisabilityService.

Vesting. Except Subject to the provisions contained herein, your option will vest as provided in paragraph 2(d), your Grant Notice. Vesting will cease upon the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ termination of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Awardyour Continuous Service. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events provisions shall apply: (a) In the event your Continuous Service is terminated due to your Disability, then the vesting and exercisability of your option shall accelerate in an amount equal to the lesser of (i) the Participant’s death or then remaining unvested shares covered by your option, and (ii) the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-six (36) months (or such lesser period of time as is determined by the Board) after the date of such termination. (b) In the event your Continuous Service is terminated due to your death or in the event that you die within 3 months following the termination of your service for any reason other than Cause, then the Participant’s employment on account vesting and exercisability of Disability; provided your option shall accelerate in an amount equal to the lesser of (i) the then remaining unvested shares covered by your option, and (ii) the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-six (36) months (or such lesser period of time as is determined by the Participant remains Board) after the date of such termination. (c) In the event of either a Change in Control or a Corporate Transaction that is not a license, and you have not terminated your Continuous Service prior to the continuous employ effective date of the Change in Control or Corporate Transaction, then the vesting and exercisability of your option will be accelerated in full upon the effective date of such Change in Control or Corporate Transaction. (i) If any payment or benefit you would receive from the Company or an Affiliate from otherwise in connection with a Change in Control or other similar transaction (a “280G Payment”) would (i) constitute a “parachute payment” within the Date meaning of Section 280G of the Award until Code, and (ii) but for this sentence, be subject to the occurrence excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a280G Payment (a “Payment”) shall be forfeitedequal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Participant Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall have no further rights occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (ii) Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (iii) Unless you and the Company agree on an alternative accounting firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of a Change in Control triggering the Payment shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting a Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the Restricted Stock Unitsdeterminations by such accounting firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to provide its calculations, upon together with detailed supporting documentation, to you and the termination Company within fifteen (15) calendar days after the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by you or the Company) or such other time as requested by you or the Company. (iv) If you receive a Payment for which the Reduced Amount was determined pursuant to clause (x) of the Participant’s employment with first paragraph of this Section 1(c) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you shall promptly return to the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result sufficient amount of the Participant’s death or termination Payment (after reduction pursuant to clause (x) of the Participant’s employment on account first paragraph of Disabilitythis Section 1(c)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section 1(c), you shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Vesting. Except as provided in paragraph 2(d)Subject to the terms, conditions, and limitations set forth herein, the Participant’s interest Restricted Shares shall vest in the Restricted following amounts on the following dates (which shall constitute Vesting Dates) provided that the Grantee is either on the Board of Directors of CompuCredit (or one of its subsidiaries) or a full-time employee of CompuCredit (or one of its subsidiaries) on the applicable date: In no event shall a fractional share of Common Stock Units shall vest and become non-forfeitablebe reissued to Grantee upon vesting. In the event that Grantee would otherwise be entitled to a fractional share because of a term, so long as condition or limitation set forth herein, the Participant remains in the continuous employ number of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share be reissued upon vesting shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being be rounded down to the nearest whole number and such fractional share shall remain a Restricted Share, subject to all terms, conditions and limitations set forth herein. In addition, until the date set forth above, and provided that the Grantee is either on the Board of shares Directors of CompuCredit (or one of its subsidiaries) or a full-time employee of CompuCredit (or one of its subsidiaries) at the time of a “change in control,” any Restricted Shares that will theretofore have not vested shall immediately vest upon a “change in control.” For these purposes, a “change in control” shall mean the acquisition of 50% or more of the “beneficial ownership” of the voting equity securities of CompuCredit (on such anniversary a fully diluted as-converted basis) by any person or “group” (with the terms “beneficial ownership” and “group” having the meaning given to them for purposes of Schedule 13D under the Securities Exchange Act of 1934) other than (i) Xxxxx X. Xxxxx, III, Xxxxx X. Xxxxx, their spouses, their descendants and the sum spouses of such fractional shares not so vested on their descendants, (ii) trusts and other entities established generally for the first benefit of Xxxxx X. Xxxxx, III, Xxxxx X. Xxxxx, their spouses, their descendants and second anniversaries becoming vested on the third anniversary spouses of their descendants, and/or (iii) charitable trusts, foundations or similar entities established by any of the Date of Awardforegoing. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided Shares that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that theretofore have not vested shall immediately vest upon death or Disability of Grantee. Upon vesting, the Grantee will be responsible for payment of all income and any other taxes in accordance connection with the preceding sentences vesting of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination such shares of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of DisabilityCommon Stock.

Vesting. Except (a) The Restricted Stock Units will become nonforfeitable and payable to the Grantee pursuant to Section 6 hereof upon the occurrence of the dates and percentages as provided in paragraph 2(dset forth on Exhibit A. (b) Notwithstanding the provisions of Section 3(a), the Participant’s interest in all of the Restricted Stock Units shall vest subject to this Agreement will become nonforfeitable and become non-forfeitable, so long payable to the Grantee pursuant to Section 6 hereof upon any Change in Control that occurs while the Grantee is employed by or serving as the Participant remains in the continuous employ a director or consultant of the Company or an Affiliate from any Subsidiary. (c) Notwithstanding the provisions of Section 3(a), all of the Restricted Stock Units subject to this Agreement will become nonforfeitable and payable to the Grantee pursuant to Section 6 hereof on the 30th day following the date upon which the Grantee dies or becomes permanently disabled while employed by or serving as a director or consultant of the Company or a Subsidiary after the Date of AwardGrant. (d) Notwithstanding the provisions of Section 3(a), with respect if the Grantee’s employment is involuntarily terminated by the Company other than for Cause prior to 50% the time at which all Restricted Stock Units become nonforfeitable as provided in Section 3(a), all of the shares of Common Restricted Stock Units subject to this Restricted Stock Unit Agreement will become nonforfeitable and payable to the Grantee pursuant to Section 6 hereof on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon 30th day following the date of upon which the earliest of Grantee’s employment is involuntarily terminated by the following events Company without Cause. For this purpose, “Cause” shall mean: (i) the Participant’s death commission of an act of fraud, embezzlement, theft or other criminal act constituting a felony; (ii) the termination willful or wanton disregard of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ rules or policies of the Company or an Affiliate from its affiliates that results in a material loss, damage or injury to the Date Company or its affiliates; (iii) the repeated failure of Grantee to perform duties consistent with Grantee’s position or to follow or comply with the reasonable directives of the Award until Company’s or its affiliates’ Board of Directors (or applicable officer in the occurrence case of such earliest eventthe Company’s foreign subsidiaries) or Grantee’s superiors after having been given notice thereof (e.g., the insubordination of Grantee); or (iv) the material breach of any provision contained in a written non-competition, confidentiality or non-disclosure agreement between the Company or any of its affiliates and Grantee. Restricted Stock Units that have not vested in accordance with The determination of whether the preceding sentences of this paragraph 2(a) Grantee’s employment is terminated by the Company other than for Cause shall be forfeited, made by the Committee. In the event of a dispute between the Committee and the Participant shall have no further rights with respect to Grantee over the Restricted Stock Units, upon determination of whether the termination of the ParticipantGrantee’s employment with is terminated other than for Cause, the Company and its Affiliates other than with respect the Grantee agree that such dispute will be finally decided by a panel of three arbitrators having expertise in employment compensation in an arbitration conducted pursuant to Restricted Stock Units that become vested as a result the Commercial Arbitration Rules of the Participant’s death or termination American Arbitration Association, and judgment upon the award of the Participant’s employment on account of Disabilityarbitrators may be entered in any court having jurisdiction thereof. The Company and the Grantee each will appoint one arbitrator and the two appointed arbitrators will select a third arbitrator. Any arbitration hereunder will be conducted in Cleveland, Ohio.

Vesting. Except (a) The vesting schedule of the Option as of the Date of Grant provided in paragraph 2(d)that, subject to the Director’s continued service on the Board, the ParticipantOption would vest and become exercisable with respect to one-fourth of the Shares initially covered by the Option on each of 2001, 2002, 2003 and 2004. As of the date of this Agreement, three-fourths of the Shares initially covered by the Option are vested and exercisable, one-fourth of which became vested and exercisable on , 2001, one-fourth of which became vested and exercisable on , 2002 and one-fourth of which became vested and exercisable on , 2003. Subject to the Director’s interest in continued service on the Restricted Stock Units Board, the Option shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and exercisable with respect to the remaining 25% one-fourth of the shares Shares initially covered by the Option on , 2004. At any time, the portion of Common Stock subject the Option that has become vested and exercisable as described above (or pursuant to this Restricted Stock Unit Section 2(c) or (d) below) is hereinafter referred to as the “Vested Portion”, and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a). (b) If the Director’s service on the third anniversary Board is terminated for any reason other than the death or Disability (as defined below) of the Date Director, the Option shall, to the extent not then vested, be canceled by the Company without consideration. (c) If the Director’s service on the Board is terminated by reason of Award; provided that no fraction the death or Disability of the Director, the Option shall, to the extent not then vested and not previously canceled, immediately become fully vested and exercisable. (d) Notwithstanding any other provisions of this Agreement to the contrary, in the event of a share shall become vested on Change of Control (as defined below), the first or second anniversaries of the Date of AwardOption shall, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number extent not then vested and not previously canceled, immediately become fully vested and exercisable. For purposes of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, “Change of Control” shall vest upon mean the date occurrence of any of the earliest of the following events following: (i) the Participant’s death sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than the Permitted Holders (as defined below), (ii) any person or group, other than the termination Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 60% of the Participant’s employment on account total voting power of Disability; provided that the Participant remains voting stock of the Company, including by way of merger, consolidation or otherwise, (iii) the consummation of any transaction or series of transactions pursuant to which the Company is merged or consolidated with any other company, other than a transaction which would result in the continuous employ shareholders of the Company (and their Affiliates) immediately prior thereto continuing to own (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 an Affiliate from such surviving entity outstanding immediately after such transaction or (iv) during any period of two consecutive years, individuals who at the Date beginning of such period constituted the Board (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Award until Company was approved by a vote of a majority of the occurrence directors of the Company, then still in office, who were either directors at the beginning of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(aperiod or whose election or nomination for election was previously so approved) shall be forfeited, and the Participant shall have no further rights with respect cease for any reason to the Restricted Stock Units, upon the termination constitute a majority of the Participant’s employment with Board, then in office. “Permitted Holders” shall mean, as of the Company date of determination, any and all of (i) Hitachi, Ltd. and any of its Affiliates, (ii) Clarity Partners, L.P. and any of its Affiliates, (iii) Marubeni Corporation and any of its Affiliates other and (iv) any person of which Clarity Partners, LP., Hitachi Ltd., Marubeni Corporation and any of their respective affiliates beneficially own, in the aggregate, more than with respect to Restricted Stock Units that become vested as a result 40% of the Participant’s death or termination total voting power of the Participant’s employment on account of Disabilityvoting securities.

Vesting. Except as provided (a) The Participant shall become vested in paragraph 2(d)the Option, in installments, on the dates indicated in the following table (the “Vesting Dates”): (b) In the event of the Participant’s interest in Termination (x) by the Restricted Stock Units shall vest and become non-forfeitable, so long Company without Cause (other than as a result of death or Disability) or (y) by the Participant remains for Good Reason, in either case: (i) if such Termination occurs within the continuous employ of the Company or an Affiliate from the Date of Awardtwelve (12) month period following a Change in Control (a “CIC Period”), with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest then upon the date of such Termination the earliest Participant shall become one hundred percent (100%) vested in the entire Option upon the date of such Termination, and (ii) if such termination occurs other than within a CIC Period, then upon the date of such Termination the Participant shall become vested in the portion of the Option that would have become vested had the Participant remained employed for a period of twelve (12) month following events the date of Termination.. (c) In the event of the Participant’s Termination (i) due to the Participant’s 's death or (ii) by the termination Company due to the Participant's Disability, the Participant shall become vested in the portion of the Option that would have become vested had the Participant remained employed for a period of twelve (12) month following the date of Termination. (d) Except as otherwise provided in this Agreement, upon the Participant’s employment on account Termination for any reason, the portion of Disability; provided that the Option in which the Participant remains in has not become vested shall be cancelled, and forfeited by the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences Participant, without consideration. (e) Notwithstanding any provision of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect Agreement to the Restricted Stock Unitscontrary, upon the termination of Participant’s Termination by the Company for Cause, the entire Option, including any portion in which the Participant had previously become vested, shall be cancelled, expire and be forfeited by the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of Disability, without consideration.

Vesting. Except as provided in paragraph 2(d), the Participant’s interest in the (a) The Restricted Stock Units shall vest and become non-forfeitable, so long as in three equal annual increments on the Participant remains in the continuous employ first three anniversaries of the Grant Date, subject to the Grantee’s continued employment with the Company or an Affiliate from and its Subsidiaries on each applicable vesting date. The vesting of the Date shares of AwardRestricted Stock shall be cumulative, with respect to 50but shall not exceed 100% of the shares of Common Stock subject to this Restricted Stock Unit Stock. If the foregoing schedule would produce fractional shares, the number of shares that vest on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share two vesting dates shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being be rounded down to the nearest whole number of share and the fractional shares that will shall be accumulated and vest on such anniversary and the sum of such fractional shares not so vested on last vesting date. The period during which the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by has not yet vested hereunder shall be referred to as the “Vesting Period.” (b) Notwithstanding any other provision of this Agreement, during the Vesting Period, the Restricted Stock shall vest upon be immediately and unconditionally forfeited and revert to the date of Company, without any action required by the earliest Grantee or the Company in the event any of the following events occur: (i1) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ The Grantee is dismissed as an employee of the Company and its Subsidiaries based upon fraud, theft, or an Affiliate from dishonesty, which is reflected in a written or electronic notice given to the Date Grantee; (2) The Grantee purchases or sells securities of the Award until Company in violation of the occurrence Company’s xxxxxxx xxxxxxx guidelines then in effect, if any; (3) The Grantee breaches any duty of confidentiality including that required by the Company’s xxxxxxx xxxxxxx guidelines then in effect, if any; (4) The Grantee fails to assign any invention, technology, or related intellectual property rights to the Company within 30 days after the Company’s written request for such earliest event. Restricted Stock Units that have not vested in accordance with assignment, if such assignment is a condition of any agreement between the preceding sentences Company and the Grantee; or (5) The Grantee breaches any non-solicitation or non-competition covenant by which the Grantee is bound, pursuant to the Employee Confidential Information and Invention Assignment Agreement or otherwise. (c) Notwithstanding the foregoing provisions of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock UnitsSection 2, upon the termination cessation of the ParticipantGrantee’s employment with the Company and its Affiliates other than Subsidiaries under any circumstances, including, without limitation, the Grantee’s resignation, death or disability, or termination of employment by the Company or a Subsidiary, the Restricted Stock shall be immediately and unconditionally forfeited and revert to the Company, without any action required by the Grantee or the Company, to the extent that the Vesting Period has not ended in accordance with Section 2(a) as of the date of such cessation of employment with the Company and its Subsidiaries. Shares of Restricted Stock that do not become vested pursuant to Section 2(a) shall be forfeited and the Grantee shall cease to have any rights of a stockholder with respect to Restricted Stock Units that become vested such forfeited shares as a result of the Participantdate of the Grantee’s death or termination of the Participant’s employment on account of Disabilityemployment.

Vesting. Except as provided in paragraph 2(d), (a) Subject to the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of continued employment by the Company or an Affiliate from any of its Affiliates through the applicable Vesting Date of Award(as defined below), with respect to (x) 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award Option will vest and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on become exercisable upon the third anniversary of the Grant Date and (y) 50% of Award; provided that no fraction of a share shall the Option will vest and become vested exercisable on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third fourth anniversary of the Grant Date of Award(each such date, a “Vesting Date”). Notwithstanding the foregoing, subject to the Participant’s continued employment by the Company or any unvested Restricted Stock Units covered by this Agreementof its Affilaites through the applicable date or event, the Option shall fully vest and become exercisable upon the earliest to occur of: (i) the date of the earliest Participant’s death; (ii) the date of the Participant’s Disability; (iii) the date of the Participant’s retirement after he or she (i) has both attained age 62 and completed 10 years of service with the Company, FMC and their respective Affiliates; or (ii) attained age 65 (“Retirement”); (iv) a Change in Control, if the Company’s successor or the surviving entity (or its parent) fails to continue or assume the Option; (v) the Participant’s Termination of Employment within two years following events a Change in Control due to a termination by the Company or its applicable Affiliate without Cause or a resignation by the Participant with Good Reason (as defined in Section 26), provided (i) the Participant’s death or Participant executes and delivers to the Company a general release of claims against the Company, FMC and their respective Affiliates in a form prescribed by the Company, and (ii) such release becomes irrevocable within 60 days following the termination Participant’s Termination of Employment or such shorter period specified by the Company. For avoidance of doubt, if this release requirement is not timely satisfied, the Option will be forfeited as of the effective date of the Participant’s employment on account Termination of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, Employment and the Participant shall will have no further rights with respect to the Restricted Stock Units, upon the termination of thereto. (b) Upon the Participant’s employment Termination of Employment for any reason, any Unvested Option (as defined below) will be forfeited immediately and automatically and the Participant will have no further rights with respect thereto. (c) For purposes of this Agreement, (i) “Vested Option” means any portion of the Option which has vested and become exercisable in accordance with the Company terms of this Agreement (including pursuant to Sections 2(a)(i)-(v)) and its Affiliates other than with respect to Restricted Stock Units that become vested as a result (ii) “Unvested Option” means any portion of the Participant’s death or termination of the Participant’s employment on account of DisabilityOption that is not a Vested Option.

Vesting. Except (a) Subject to the earlier termination or cancellation of the Option as provided in paragraph set forth herein, and subject to Section 2(d)) hereof, the Participant’s interest in the Restricted Stock Units Option shall vest and become non-forfeitable, so long exercisable as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, with respect follows: (i) Prior to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of AwardGrant, no portion of the Option shall vest or be exercisable; (ii) On and after the first anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to 25% an aggregate of twenty-five percent of the shares of Common Stock Shares subject to this Restricted Stock Unit on the Option, less any Shares subject to the Option previously acquired upon exercise of the Option; (iii) On and after the second anniversary of the Date of Award Grant, the Option shall vest and be exercisable with respect to the remaining 25% an aggregate of fifty percent of the shares of Common Stock Shares subject to this Restricted Stock Unit on the Option, less any Shares subject to the Option previously acquired upon exercise of the Option; (iv) On and after the third anniversary of the Date of Award; provided that no fraction Grant, the Option shall vest and be exercisable with respect to an aggregate of a share shall become vested on the first or second anniversaries seventy-five percent of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down Shares subject to the nearest whole number Option, less any Shares subject to the Option previously acquired upon exercise of shares that will vest on such anniversary the Option; and (v) On and after the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third fourth anniversary of the Date of Award. Notwithstanding Grant, the foregoing, any unvested Restricted Stock Units covered by this Agreement, Option shall vest upon the date and be exercisable with respect to an aggregate of one hundred percent of the earliest Shares subject to the Option, less any Shares subject to the Option previously acquired upon exercise of the following events Option. The portion of the Option which has become vested and exercisable as described above is hereinafter referred to as the "Vested Portion." (ib) If the Participant’s death 's Employment is terminated by the Company for Cause, as defined in Section 3(b) below, the Option shall, whether or not vested, be automatically canceled without payment of consideration therefor. (iic) the termination of If the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of 's Employment with the Company or an Affiliate from terminates for any reason other than Cause, the Date Option shall, to the extent not then vested, be canceled by the Company without payment of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeitedconsideration therefor, and the Participant Vested Portion of the Option shall have no further rights with respect remain exercisable for the period set forth in Section 3(a). (d) Upon the consummation of a Transaction, the Option shall, to the Restricted Stock Unitsextent not then vested, upon the termination of the Participant’s employment with the Company automatically become fully vested and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of Disabilityexercisable.

Vesting. Except (a) Subject to the Participant’s continued service to the Company with the Company’s manager or otherwise [or, if an independent director, to the Company], the Option shall vest and become exercisable as provided follows [ ]. 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.” (b) If the Participant’s service to the Company with the Company’s manager or its Affiliates or otherwise [or, if an independent director, to the Company] terminates or is terminated for any reason, the Option shall, to the extent not then vested, be canceled by the Company without consideration. If the Participant’s service to the Company with the Company’s manager or its Affiliates or otherwise [or, if an independent director, to the Company] terminates or is terminated due to death or disability, the vested portion of the Option will be exercisable by the Participant (or, in paragraph 2(d)the event of the Participant’s death, the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (ibeneficiary) for one year after the Participant’s death or (ii) the termination of termination. If the Participant’s employment on account of Disability; provided that service to the Participant remains in Company with the continuous employ Company’s manager or its Affiliates or otherwise [or, if an independent director, to the Company] terminates or is terminated for any reason other than death or disability, the vested portion of the Company or an Affiliate from the Date Option is exercisable for a period of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of ninety days following the Participant’s employment with termination; provided that, no vested portion of the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of Option is exercisable if the Participant’s death or termination is with cause. (c) Notwithstanding any other provisions of this Agreement to the contrary, in the event a Change in Control occurs, the Option shall, to the extent not then vested and not previously forfeited, immediately become fully vested and exercisable, subject to Section 9(b) of the Participant’s employment on account of DisabilityPlan.