Common use of Vesting Clause in Contracts

Vesting. (a) All Restricted Stock Units subject to this Award shall vest in full on the third anniversary of the Award Date, provided the Participant is in Employment on such anniversary. (b) Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or death. (d) For purposes of this Agreement:

Vesting. (a) All Restricted Stock Units subject to this Award shall vest in full on the third anniversary of the Award Date, provided the Participant is in Employment Service on such anniversary. (b) Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in subparagraph Subparagraph (a) above, provided that the Participant has been in continuous Employment Service from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment Service on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs Subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment Service since the Award Date, upon the earliest to occur of: (i) the date that the Participant terminates employment with the Company and its Subsidiaries after the Company or any successor to the Company terminates the Participant’s Employment Service for any reason on or after a Change of Control; or; (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) as an employee of the Company or one of its subsidiaries is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility as an employee of the Company or one of its subsidiaries is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant as an employee of the Company or one of its subsidiaries is requested to relocate more than 25 miles from his place of Employment Service with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; (iii) a Change of Control if the Participant is then a Non-employee Director; or (iiiiv) the Participant’s termination of Employment Service by reason of Disability or death. (d) For purposes of this Agreement:

Vesting. (a) All Restricted Stock Units subject Subject to this Award the terms hereof, one-third of the Shares (the "Continuous Service Shares") shall vest in full as follows: (i) 25% of the Continuous Service Shares will vest on the first anniversary of the Grant Date; (ii) an additional 25% of the Continuous Service Shares will vest on the second anniversary of the Grant Date; (iii) an additional 25% of the Continuous Service Shares will vest on the third anniversary of the Award Grant Date, provided ; and (iv) and an additional 25% of the Participant is in Employment Continuous Service Shares will vest on such anniversarythe fourth anniversary of the Grant Date. (b) Restricted Stock Units subject Subject to this Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15thterms hereof, two-thirds of the Award shall thereupon be vested and an additional one-third of Shares (the Award "Performance Shares") shall vest on the subsequent eighth anniversary of such December 15th; andthe Grant Date unless sooner vested by reason of the Company achieving the annual performance criteria set forth on Exhibit A. (iiic) if Except as otherwise provided in this Agreement, any other agreement, or by the Committee, the Employee's right to receive any Shares that are not vested on the date the Employee terminates employment with the Company shall be forfeited on such date. (d) During the period between the Grant Date of the Shares and the date such Shares vest, dividends that would have been paid with respect to the Shares had such Shares been issued and outstanding ("Stock Rights DEs") will be held by the Company, or a depository appointed by the Committee, for the Employee's account. Such Stock Rights DE amounts shall be deemed invested in shares of Company common stock on each December 15th occurs between two 31 prior to the date of vesting, which shall, until the Shares to which they relate vest, be treated as Shares for purposes of the preceding sentence. Subject to Section 3(b), all Stock Rights DEs so held shall initially be subject to forfeiture, but shall become non- forfeitable and shall be distributed at the same times, and in the same proportion, as the Shares to which they relate become vested. (e) If the Employee's employment with the Company terminates by reason of death, Disability or Retirement, (i) any non-vested Continuous Service Shares and related Stock Rights DEs shall vest on the date of such termination, and (ii) Employee shall continue to have the right to receive Performance Shares and related Stock Rights DEs during the three years following the Award Datedate of such termination, on such December 15th, but only to the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided extent that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that Performance Shares would have vested had Employee's employment not terminated. If the Company (or any successor to the Company thereto) terminates the Participant’s Employment Employee's employment for any a reason other than Cause on or after a Change of Control; or, any non-vested Shares (whether Continuous Service Shares or Performance Shares) and related Stock Rights DEs shall vest immediately on such date. (iif) Notwithstanding the foregoing, the Employee will not be considered to have terminated employment for purposes of subsections (c) or (e) if: (1) the date that Employee directly transfers from the Participant’s aggregate value Company's employment to the employment of total annual compensation any Affiliate, or (including salary, bonuses, long and short-term incentives, deferred compensation and award 2) the Employee becomes employed by a successor of stock options, as well as all other benefits in force the Company on the date or immediately prior to following a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or deathControl transaction. (d) For purposes of this Agreement:

Vesting. Any Restricted Stock issued hereunder shall become vested and cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan) as follows if the Participant has been continuously employed by or otherwise provides services to the Company or an Affiliate from the applicable Settlement Date until the applicable vesting date: (a) All If only the Minimum level of performance set forth on Appendix A is achieved during the Performance Period, then the Restricted Stock Units subject to this Award shall vest in full on the third anniversary of the Award Dateas follows: Vesting Date Percentage Vested January 15, provided the Participant is in Employment on such anniversary.2016 0 % January 15, 2017 0 % January 15, 2018 0 % January 15, 2019 0 % January 15, 2020 100 % (b) If at any time during the Performance Period the performance metric set forth on Appendix A is achieved at any level higher than the Minimum level, then the Restricted Stock Units subject to this Award shall vestvest as follows: Vesting Date Percentage Vested January 15, irrespective 2016 0 % January 15, 2017 0 % January 15, 2018 0 % January 15, 2019 50 % January 15, 2020 50 % For the avoidance of doubt (i) notwithstanding Section 4.1(a), any shares of Restricted Stock issued as a result of the provisions achievement of the Minimum level prior to the achievement of a performance level higher than the Minimum level shall become vested as to the applicable aggregate Percentage Vested set forth in subparagraph (athis Section 4.1(b) above, provided that upon the Participant has been Achievement Date of such higher performance level and thereafter shall become vested in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, accordance with this Section 4.1(b); and (ii) his attainment any shares of Retirement AgeRestricted Stock issued on or following January 31, in 2018 as a result of achievement of a performance level higher than the following amounts provided the Participant is in Employment Minimum level shall be vested on the applicable December 15th: (i) if such December 15th occurs within one year following Settlement Date as to the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions applicable aggregate Percentage Vested set forth in subparagraphs (athis Section 4.1(b) on such Settlement Date and thereafter shall become vested in accordance with this Section 4.1(b). Except as otherwise provided herein, there shall be no proportionate or (b) above, provided that partial vesting in the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately periods prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing applicable vesting dates and all vesting shall occur only on the date immediately prior appropriate vesting date. When any shares of Restricted Stock become vested, the Company shall promptly deliver to the Change of ControlParticipant any related RS Property (as defined below), or the Participant is requested subject to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or deathapplicable withholding. (d) For purposes of this Agreement:

Vesting. (a) All Restricted Stock Units subject to this Award shall vest in full on the third anniversary of the Award Date, provided the Participant is in Employment Service on such anniversary. (b) Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in subparagraph Subparagraph (a) above, provided that the Participant has been in continuous Employment Service from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment Service on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs Subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment Service since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment Service for any reason on or after a Change of Control; or; (ii) the date that on or after a Change of Control that: (A) the Participant’s aggregate value of total annual compensation (including salary, bonuses, long long- and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) as an employee of the Company or one of its Subsidiaries is reduced to a value that is ninety-five percent (95%) % or less of the value thereof on the date immediately prior to the Change of Control, or or (B) the Participant’s scope of work responsibility as an employee of the Company or one of its Subsidiaries is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant as an employee of the Company or one of its Subsidiaries is requested to relocate more than 25 miles from his place of Employment Service with the Company on the date immediately prior to the Change of Control, in each case, on or after ; (iii) a Change of ControlControl if the Participant is then a Nonemployee Director; or (iiiiv) the Participant’s termination of Employment Service by reason of Disability or death. (d) For purposes of this Agreement:

Vesting. (a) All Restricted Stock Units subject Subject to the terms and conditions of this Agreement, including the clawback and forfeiture provisions under Section 6 and Section 10 below, the Earned PSUs (as defined below), if any, shall vest, and the restrictions with respect to the PSUs shall lapse, on the dates and in the amounts set forth in this Agreement if you remain continuously employed by the Company or an Affiliate until the date you become vested in accordance with the terms and conditions of this Agreement. (b) The number of PSUs that shall become earned, if any (the “Earned PSUs”), following the end of the period commencing on [_______] (the “Commencement Date”) and ending on [_________] (the “Performance Period”)1 shall be determined by multiplying the PSUs by the Earned Percentage, calculated as set forth in Exhibit A to this Award Agreement, and may range from [zero to one hundred fifty percent (150%) of the PSUs]. (c) The Earned PSUs, if any, shall vest in full as follows: (i) fifty percent (50%) shall vest on the third anniversary of the Award Date, provided the Participant is in Employment on such anniversary. (b) Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Grant Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: fifty percent (i50%) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent fourth anniversary of such December 15th; and the Grant Date (iii) the “End Date”). [Alternative: The Earned PSUs, if such December 15th occurs between two and three years following the Award Dateany, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs one hundred (a100%) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or death.[insert: applicable date].]2 (d) For purposes The calculations under this Section 3 shall be made by the Committee following the end of the Performance Period and any vesting resulting from such calculations shall be effective as of the applicable vesting date. Any PSUs that do not vest on a vesting date pursuant to the terms of Section 3 or 4 shall be immediately and irrevocably forfeited, including the right to receive cash payments and other distributions pursuant to Sections 7(b) and (c) hereof, as of such vesting date. (e) The Committee administering the Plan shall have the authority to make any determinations regarding questions arising from the application of the provisions of this Agreement:Section 3, which determination shall be final, conclusive and binding on you and the Company.

Vesting. The RSUs shall vest in accordance with the following provisions of this Section 2 of the Agreement: (a) All Restricted Stock Units subject to this Award in the event that the Company’s Adjusted EBITDA (defined as earnings before net interest, income taxes, depreciation and amortization, as further adjusted for stock-based compensation) is greater than zero (the “Performance Metric”) in Fiscal Year 2009 then, on the date on which the Company’s Compensation Committee of its Board of Directors certifies that the Performance Metric has been achieved based on reasonable evidence produced by the Company (the “Initial Vesting Trigger Date”), twenty-five percent (25%) of the total amount of the RSUs shall vest and, thereafter, upon the conclusion of each ninety-one (91) day period following the initial anniversary of the Grant Date, the RSUs shall vest in full additional six and a quarter percent (6.25%) increments such that on the third fourth anniversary of the Award Grant Date, provided the Participant RSUs grant shall be fully-vested; provided, however; in the event that the Company’s 2009 Adjusted EBITDA is less than zero, then the Initial Vesting Trigger Date for these RSUs shall be delayed until the Initial Vesting Trigger Date following the end of the first fiscal year thereafter in Employment which the Performance Metric is achieved such that the initial twenty-five percent (25%) of the total amount of the RSUs shall vest thereupon, with the balance of the vesting thereof to follow the same schedule thereafter as contemplated above (i.e., 6.25% on such anniversaryeach 91-day period following the applicable anniversary of the Grant Date); provided, further, that, in the event that the financial results of the Company do not result in it producing Adjusted EBITDA greater than zero for the fiscal year ending December 31, 2011, these RSUs shall expire and thereupon terminate. (b) Restricted Stock Units subject to this Award shall vest, irrespective of In the provisions set forth in subparagraph (a) above, provided event that the Participant has been in continuous Employment from ceases to be employed by the Award Company for any reason or no reason, with or without cause, prior to the anniversary of the Grant Date until that precedes the December 15th following fourth anniversary of the later Initial Vesting Trigger Date, any Unvested RSUs (as defined below) shall, subject to the acceleration provisions hereof, be automatically forfeited to the Company. “Unvested RSUs” means the total number of RSUs multiplied by the Applicable Percentage at the time such RSUs are forfeited or such other applicable measurement date. The “Applicable Percentage” shall be (i) 100% until the Award Initial Vesting Trigger Date, (ii) 75% less 6.25% for each 91 days of employment completed by the Participant with the Company from and after the applicable anniversary of the Grant Date as described in Section 2(a), and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason zero on or after a Change the anniversary of Control; or (ii) Grant Date that precedes the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less fourth anniversary of the value thereof Initial Vesting Trigger Date. The total number of Unvested RSUs that become vested on the each vesting date immediately prior shall be referred to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after as a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or death“Vesting Tranche”. (d) For purposes of this Agreement:

Vesting. The Award will vest in three equal installments on the second, third and fourth anniversaries of the date of grant of the award (each a “Vesting Date”), provided that Grantee is employed by the Company on that date, with the number of shares that vest, if any, being determined as follows. 3.1 At the conclusion of each of (a) All Restricted the two-year period beginning on the date of grant and ending on the first Vesting Date, (b) the three-year period beginning on the date of grant and ending on the second Vesting Date and (c) the four-year period beginning on the date of grant and ending on the third Vesting Date, respectively (each a “Measurement Period”), the total shareholder return (as defined below) (“TSR”) of the Company’s common stock over the Measurement Period will be calculated in the manner specified below and ranked by percentile in relation to the TSRs of a representative group of public semiconductor companies, consisting of the companies included in the Philadelphia Stock Units Exchange Semiconductor Sector index as of the Vesting Date, calculated in the same manner over the Measurement Period. · If the Company’s TSR is below the 25th percentile of the Comparison Group, no shares will vest; · If the Company’s TSR is at the 50th percentile of the Comparison Group, the number of shares as to which the Award will vest will be equal to [one third of the Award] shares (the “Target Award”); · If the Company’s TSR is positive (the “Positive TSR Condition”) and is at or above the 75th percentile of the Comparison Group, a number of shares equal to 200% of the Target Award will vest; provided, that in no event will the aggregate number of shares that vest on any Vesting Date, when combined with the number of all previously vested shares, exceed that number of shares as have an aggregate market value on such Vesting Date, determined by reference to the closing price of the Company’s Common Stock on the Vesting Date, as reported by Nasdaq, equal to $[3x the fair value of the shares constituting the Award on the date of grant] (the “Share Cap”); · If the Company’s TSR is between the 25th percentile and the 50th percentile, the number of shares that will vest will be determined by linear interpolation, consistent with the following illustration: At or below 25th 0 % 30th 20 % 35th 40 % 40th 60 % 45th 80 % 50th 100 % · If the Company’s TSR is above the 50th percentile, the number of shares that vest will be determined by linear interpolation, consistent with the following illustration, and subject to this the limitations that (a) no shares in excess of the Target Award shall vest in full on if the third anniversary of the Award DatePositive TSR Condition is not met, provided the Participant is in Employment on such anniversary. and (b) Restricted Stock Units subject to this Award in no event will the number of shares that vest exceed the Share Cap: 50th 100 % 55th 120 % 60th 140 % 65th 160 % 70th 180 % 75th or above 200 % 3.2 The “total shareholder return,” or TSR, for the Company and for any other company included in the Comparison Group shall vest, irrespective of the provisions set forth in subparagraph be a percentage determined by dividing (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later sum of (i) the Award Datenet change in the price per share of its common stock during the Measurement Period, and adjusting appropriately for any stock dividend or split, reverse stock split, recapitalization or other similar event affecting such common stock, plus (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment dividends per share paid on its common stock (based on the applicable December 15th: (iex-dividend date) if such December 15th occurs within one year following during the Award DateMeasurement Period, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs (a) or by (b) above, provided that the Participant has been price per share of its common stock at the commencement of the Measurement Period. 3.3 The price per share to be used in continuous Employment since computing the Award Date, upon the earliest to occur of: (i) the date that TSR for the Company or any successor to the Company terminates the Participant’s Employment and for any reason on or after a Change other company included in the Comparison Group shall be determined as follows: · the starting point shall be the average of Control; or (ii) the date that closing prices of the Participant’s aggregate value common stock of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock optionssuch company, as well as all other benefits in force reported on the date principal exchange on which it is listed, on the 30 trading days immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less preceding the first day of the value thereof Measurement Period; and · the end point shall be the average of the closing prices of the common stock of such company, as reported on the date immediately prior to principal exchange on which it is listed, over the Change last 30 trading days of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or deathMeasurement Period. (d) For purposes of this Agreement:

Vesting. (a) All Restricted Stock Units subject to this Award shall vest in full on the third anniversary of the Award Date, provided the Participant is in Employment Service on such anniversary. (b) Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in subparagraph Subparagraph (a) above, provided that the Participant has been in continuous Employment Service from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment Service on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs Subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment Service since the Award Date, upon the earliest to occur of: (i) the date that the Participant terminates employment with the Company and its Subsidiaries after the Company or any successor to the Company terminates the Participant’s Employment Service for any reason on or after a Change of Control; or; (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) as an employee of the Company or one of its subsidiaries is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility as an employee of the Company or one of its subsidiaries is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant as an employee of the Company or one of its subsidiaries is requested to relocate more than 25 miles from his place of Employment Service with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; (iii) a Change of Control if the Participant is then a Nonemployee Director; or (iiiiv) the Participant’s termination of Employment Service by reason of Disability or death. (d) For purposes of this Agreement:

Vesting. (a) All Restricted Stock Units subject to this Award shall vest in full on the third anniversary of the Award Date, provided the Participant is in Employment Service on such anniversary. (b) Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in subparagraph Subparagraph (a) above, provided that the Participant has been in continuous Employment Service from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment Service on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and and 0000 XXX Agmnt. Page 1 of 1 (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs Subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment Service since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment Service for any reason on or after a Change of Control; or; (ii) the date that on or after a Change of Control that: (A) the Participant’s aggregate value of total annual compensation (including salary, bonuses, long long- and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) as an employee of the Company or one of its Subsidiaries is reduced to a value that is ninety-five percent (95%) % or less of the value thereof on the date immediately prior to the Change of Control, or or (B) the Participant’s scope of work responsibility as an employee of the Company or one of its Subsidiaries is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant as an employee of the Company or one of its Subsidiaries is requested to relocate more than 25 miles from his place of Employment Service with the Company on the date immediately prior to the Change of Control, in each case, on or after ; (iii) a Change of ControlControl if the Participant is then a Nonemployee Director; or (iiiiv) the Participant’s termination of Employment Service by reason of Disability or death. (d) For purposes of this Agreement:

Vesting. The RSUs will vest on the first trading day in April of the third year after the grant date (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter). Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) upon the occurrence of any of the following events: (a) All Restricted Stock Units subject to this Award shall vest in full on the third anniversary of the Award Date, provided the Participant is in Employment on such anniversary.Employee’s death; (b) Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15thEmployee's Disability; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) subject age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in fullControl, irrespective the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the provisions set forth effective date of the Change in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the Company existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or any successor more favorable to the Company terminates participants as those existing as of the Participanteffective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s Employment for any reason on or after a Change of Controlapproval; or (iid) an involuntary Termination of Employment of the date that Employee's employment by the Participant’s aggregate value of total annual compensation Company for reasons other than Cause within twenty-four (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits 24) calendar months following the month in force on the date immediately prior to which a Change of Control) is reduced to a value that is ninety-five percent (95%) or less in Control of the value thereof on Company occurs. All RSUs will be forfeited upon termination of the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment Employee's employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company on the date immediately prior to the Change of Control, in each case, on upon or after a Change attaining age 62 and 10 Years of Control; or (iii) the Participant’s termination of Employment by reason of Disability or deathService. (d) For purposes of this Agreement:

Vesting. The option herein granted shall become exercisable in whole or in part as follows: (ai) All Restricted Stock Units subject Exercisable as to this Award shall vest in full 25% of the shares (rounded down to the nearest whole share) on the first anniversary of the Grant Date; (ii) Exercisable as to an additional 25% of the shares (rounded down to the nearest whole share) on the second anniversary of the Grant Date; (iii) Exercisable as to an additional 25% of the shares (rounded down to the nearest whole share) on the third anniversary of the Award Grant Date, provided the Participant is in Employment on such anniversary. (b) Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (iiiv) if such December 15th occurs between one Exercisable in its entirety on and two years following after the Award Date, on such December 15th, two-thirds fourth anniversary of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15thGrant Date; and (iiiv) if such December 15th occurs between two Exercisable in its entirety (i) upon the death of the Participant or (ii) in the event of total and three years following permanent disability of the Award Date, on such December 15th, the entire Award shall thereupon be vestedParticipant. (cvi) All Restricted Stock Units (If the Participant retires from the Company at any time following the first anniversary of this Agreement and any substitute security and cash component distributed in connection with a Change of Control) subject at such time satisfies the Normal Retirement Criteria, the option herein granted shall continue to this Award shall vest in full, irrespective of the provisions become exercisable as set forth in subparagraphs clauses (aii) or through (biv) above, provided that of this Section 1(a). The Normal Retirement Criteria will be satisfied if the Participant has been in continuous Employment since shall (x) retire (and satisfy the Award Date, upon the earliest to occur of: (iCompany’s criteria for retirement at such time) the date that from the Company or any successor to of its subsidiaries, divisions or business units, as the case may be, (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 terminates or its subsidiaries at the time of such retirement. (vii) If at the time of retirement the Participant satisfies the Normal Retirement Criteria and subsequently dies or becomes totally and permanently disabled before the Participant’s Employment for any reason on or after a Change option herein granted becomes exercisable in its entirety as set forth in clause (iv) of Control; orthis Section 1(a), the option herein granted shall become exercisable as set forth in clause (v) of this Section 1(a). (iiviii) If at the date that time of retirement the Participant satisfies the criteria set forth in Section 1(b)(ii)(4) and subsequently dies or becomes totally and permanently disabled before the expiration of 12 months after the retirement of the Participant, the Participant’s aggregate value option herein granted shall become exercisable as set forth in clause (v) of total annual compensation this Section 1(a). (including salary, bonuses, long and short-term incentives, deferred compensation and award ix) Except as provided in clauses (vi) through (viii) of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%this Section 1(a) or less Appendix A to this Agreement or as the Committee may otherwise determine in its sole discretion, no option herein granted shall become exercisable following termination of the value thereof on Participant’s employment from the date Company or any of its subsidiaries (and no option herein granted shall become exercisable following the Company’s sale of the subsidiary, or the Company’s or a subsidiary’s sale of the division or business unit, that employs the Participant). (x) Notwithstanding Appendix A to this Agreement, the option granted hereunder shall become exercisable in its entirety as of immediately prior to the consummation of a Change of in Control, unless the successor company, or a parent of the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to successor company, in the Change of Controlin Control agrees to assume, replace, or substitute the Participant is requested to relocate more than 25 miles from his place option granted hereunder (as of Employment the consummation of such Change in Control) with an option on substantially identical terms, as determined by the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or deathCommittee. (d) For purposes of this Agreement:

Vesting. Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3, the RSUs shall vest (that is, the Restricted Period with respect thereto shall terminate) pursuant to the Vesting Schedule; provided, however, that the unvested RSUs shall vest pro-rata based on the length of service from the Vesting Start Date to, (a) All Restricted Stock Units subject to this Award shall vest in full on immediately preceding the third anniversary effective date of the Award DateRecipient’s Retirement as determined by the Committee in relation to the RSUs4: either (A) after reaching age 70 or (B) after reaching age 55 and having been employed or engaged by the Company or any Subsidiary for 15 years (provided that, provided if the Participant is in Employment on such anniversary. Recipient retires after reaching age 56, for each year after age 55, the Recipient may work one year less for the Company or any Subsidiary, as applicable, and still be qualified for Retirement under this sub-section (B)5), (b) Restricted Stock Units subject to this Award shall vest, irrespective immediately preceding the Recipient’s death or the effective date of the provisions set forth Recipient’s Disability, or (c) immediately preceding the effective date of the termination of the Recipient’s employment or engagement with the Company or any Subsidiary by the Company or Subsidiary (which, whenever used in subparagraph (athis Agreement, includes any such entity’s successor) above, provided without Cause,6 or by the Recipient for a Good Reason,7 in either case only in connection with or within 24 months following a Sale Event.8 The Recipient explicitly acknowledges and agrees that the Participant has been granting or vesting of the RSUs as well as 4 For example, if the Vesting Start Date is February 15, 2022 and the effective date of the Recipient’s Retirement is August 15, 2022, the Recipient will receive a pro-rata vesting of shares equivalent to 12.52% rounded down to the nearest whole share. 5 For example, if the Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 10 years to be qualified for Retirement and receive the RSU Shares; and for example, if the Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 5 years to be qualified for Retirement and receive the RSU Shares. 6 “Cause” means, in continuous Employment from addition to any cause for termination as provided in any other applicable written agreement between the Award Date until Company, the December 15th applicable Subsidiary, or the acquirer or successor of the Company or Subsidiary, and the Recipient, (i) conviction of any felony, (ii) any material breach or violation by the Recipient of any agreement to which the Recipient and the Company or the Subsidiary that employs or engages the Recipient are parties or of any published policy or guideline of the Company, (iii) any act (other than retirement or other termination of employment or engagement) or omission to act by the Recipient which may have a material and adverse effect on the business of the Company or Subsidiary or on the Recipient’s ability to perform services for the Company or Subsidiary, including habitual insobriety or substance abuse or the commission of any crime, gross negligence, fraud or dishonesty with regard to the Company or Subsidiary, or (iv) any material misconduct or neglect of duties and responsibilities by the Recipient in connection with the business or affairs of the Company or Subsidiary; provided, however, that the Recipient first shall have received written notice, which shall specifically identify what the Company or Subsidiary believes constitutes Cause, and if the breach, act, omission, misconduct or neglect is capable of being cured, the Recipient shall have failed to cure after 15 days following such notice. 7 A “Good Reason” means the later occurrence of any of the following events: (i) a material adverse change in the functions, duties or responsibilities of the Recipient’s position (other than a termination by the Company or Subsidiary) which would meaningfully reduce the level, importance or scope of such position (provided that, a change in the person, position and/or department to whom the Recipient is required to report shall not by itself constitute a material adverse change in the Recipient’s position), (ii) the relocation of the Company or Subsidiary office at which the Recipient is principally located immediately prior to a Sale Event (the “Original Office”) to a new location outside of the metropolitan area of the Original Office or the failure to place the Recipient’s own office in the Original Office (or at the office to which such office is relocated which is within the metropolitan area of the Original Office), or (iii) a material reduction in the Recipient’s base salary and incentive compensation opportunity as in effect immediately prior to a Sale Event; provided, however, that, within 90 days of the incident that provides the basis for a Good Reason termination, the Recipient shall have provided the Company or Subsidiary a written notice specifically identifying what the Recipient believes constitutes a Good Reason, and the Company or Subsidiary shall have failed to cure the adverse change, relocation or compensation reduction after 30 days following such notice. 8 A “Sale Event” shall mean (i) the Award Datesale or other disposition of all or substantially all of the assets of the Company or the Subsidiary that employs or engages the Recipient, and including a majority or more of all outstanding stock of the Subsidiary, on a consolidated basis to one or more unrelated persons or entities, (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination sale or other transfer of Employment outstanding Common Stock to one or more unrelated persons or entities (including by reason way of Disability a merger, reorganization or death. (d) For purposes of this Agreement:consolidation in which the

Vesting. (a) All Restricted Stock Units subject to this The 2006 Performance Award hereby granted shall vest become vested in full on the third anniversary of the Award Date, provided the Participant is in Employment on such anniversaryanniversary date. (b) Restricted Stock Performance Units subject to this 2006 Performance Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the 2006 Performance Award shall be thereupon vested and an additional one-third of the 2006 Performance Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the 2006 Performance Award shall thereupon be vested and an additional one-third of the 2006 Performance Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire 2006 Performance Award shall thereupon be vested. (c) All Restricted Stock Performance Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this 2006 Performance Award shall vest in fullvest, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or death. (d) For purposes of this Agreement:

Vesting. Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3, the PSUs shall vest, and the Restricted Period with respect to the PSUs shall terminate, immediately following the last day of the Vesting Period; provided, however, that the PSUs shall vest during the Vesting Period on the date, (a) All Restricted Stock Units subject to this Award shall vest in full on immediately preceding the third anniversary effective date of the Award Date, provided Recipient’s Retirement as determined by the Participant is Committee in Employment on such anniversary. relation to the PSUs: either (bA) Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs (a) after reaching age 70 or (bB) above, provided that the Participant has after reaching age 55 and having been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that employed or engaged by the Company or any successor to Subsidiary for 15 years (provided that, if the Recipient retires after reaching age 56, for each year after age 55, the Recipient may work one year less for the Company terminates or any Subsidiary, as applicable, and still be qualified for Retirement under this sub-section (B)2), (b) immediately preceding the ParticipantRecipient’s Employment for any reason on death or after a Change the effective date of Control; or the Recipient’s Disability, and (iic) the effective date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on termination of the date immediately prior to the Change of Control, Recipient’s employment or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment engagement with the Company or any Subsidiary by the Company or Subsidiary (which, whenever used in this Agreement, includes any such entity’s successor) without Cause,3 or by the Recipient for a Good Reason,4 in either case only in connection with or within 24 months following a Sale Event.5 On the day that the PSUs become vested pursuant to the foregoing, the PSU Shares stated on the date immediately prior Acceptance Page shall be adjusted pursuant to the Change Specific Performance Goals as set forth on Exhibit A attached hereto, and after the adjustment, become the total number of Controlthe Vested Shares that will be used to settle the PSUs under section 1(d); provided, in each casehowever, on or after a Change of Control; or (iii) that, if the Participant’s termination of Employment by reason of Disability or death. (d) For purposes PSUs have vested during the Vesting Period, the PSUs shall continue to be subject to the terms and conditions of this Agreement:, including adjustment pursuant to the Specific Performance Goals during the Vesting Period, and in addition, the number of Vested Shares that will be used to settle the PSUs under section 1(d) will be prorated so that the Recipient will only receive a portion of the Vested Shares that is equal to the product of (x) the number of the Vested Shares and (y) a percentage that is equal to the number of days between and including the first day of the Vesting Period and the day when the PSUs become vested as divided by the number of days of the whole Vesting Period. The Recipient explicitly acknowledges and agrees 2 For example, if the Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 10 years to be qualified for Retirement and receive the Vested Shares; and for example, if the Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 5 years to be qualified for Retirement and receive the Vested Shares.

Vesting. (a) All Restricted Stock Units subject to this The 2013 Performance Award hereby granted shall vest become vested in full on the third anniversary of the Award Date, provided the Participant is in Employment Service on such anniversaryanniversary date. (b) Restricted Stock Performance Units subject to this 2013 Performance Award shall vest, irrespective of the provisions set forth in subparagraph Subparagraph (a) above, provided that the Participant has been in continuous Employment Service from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment Service on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the 2013 Performance Award shall be thereupon vested and an additional one-third of the 2013 Performance Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the 2013 Performance Award shall thereupon be vested and an additional one-third of the 2013 Performance Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the 2013 Performance Award Date, on such December 15th, the entire 2013 Performance Award shall thereupon be vested. (c) All Restricted Stock Performance Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this 2013 Performance Award shall vest in fullvest, irrespective of the provisions set forth in subparagraphs Subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment Service since the Award Date, upon the earliest to occur ofof the applicable of the following: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment employment with the Company and its Subsidiaries for any reason on or after a Change of Control; or; (ii) the date that the Participant’s employment with the Company and its Subsidiaries is terminated after the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) as an employee of the Company or one of its Subsidiaries is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility as an employee of the Company or one of its Subsidiaries is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant as an employee of the Company or one of its Subsidiaries is requested to relocate more than 25 miles from his place of Employment Service with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; (iii) a Change of Control if the Participant is then a Non-employee Director; or (iiiiv) the Participant’s termination of Employment Service by reason of Disability or death. (d) For purposes of this Agreement:

Vesting. (a) All So long as the Employee continues to be employed by the Company or its Subsidiaries, the Restricted Stock Units subject shall become 100% vested and non-forfeitable upon the earliest to this Award shall vest in full on the third anniversary of the Award Date, provided the Participant is in Employment on such anniversary. (b) Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later occur of (i) the Award first anniversary of the Grant Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on immediately preceding the date immediately prior to on which the Company completes a Change of Control) secondary public offering, provided Employee is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment employed with the Company on the 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 Initial Public Offering (as defined below), at least two of Xxxxx Xxxxxx, Xxxxxx Xxxxxxx and 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 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 Company, taking into account all of the Employee’s outstanding equity awards (including any Shares subject to any restricted stock grants and restricted stock unit grants) in the denominator. (b) Notwithstanding any of the foregoing, the Restricted Stock 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 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 Initial Public Offering or (iii) immediately prior to a Change in Control where the Change of ControlShares, in each casewhole, do not survive the transaction. Notwithstanding the foregoing, however, the Employee shall also be able to transfer Shares underlying vested Restricted Stock as an Employee in secondary offerings that commence after the Employee’s commencement of employment with the Company of vested Shares on or after a Change the same pro rata basis as other U.S. senior managing directors of Control; or the Company, taking into account all of the Employee’s outstanding equity awards (iiiincluding any Shares subject to any restricted stock grants and restricted stock unit grants) in the Participant’s termination of Employment by reason of Disability or deathdenominator. (d) In the event of the death of the Employee, the delivery of Shares under Section 2(c) shall be made in accordance with the 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 purposes purpose of this Agreement, the following terms shall have the following meanings:

Vesting. (a) All Restricted Stock Units The Tranche 1 Option shall vest (the "Tranche 1 Vesting Date") with respect to one hundred percent (100%) of the Shares subject to this Award the Tranche 1 Option upon Xxxx (as defined below) receiving cash proceeds in return on its Invested Capital (whether such cash derives from interest payments, debt repayment, dividends, distributions, sale of equity or otherwise) in the Company and its subsidiaries which cash proceeds equal no less than one times its Invested Capital (as defined below) plus a four percent (4%) annual return on such Invested Capital, compounded annually (the "Tranche 1 Return") and subject to the Participant's continued employment in good standing with the Company on the Tranche 1 Vesting Date. Notwithstanding the foregoing and the failure of Xxxx to have achieved the Tranche 1 Return, the Tranche 1 Option shall vest in full with respect to ten percent (10%) of the Tranche 1 Option on the first anniversary of the Grant Date and with respect to 2.5% of the Tranche 1 Option at the end of each of the next eight quarters thereafter through the third anniversary of the Award DateGrant Date (for an aggregate of 30% of the Tranche 1 Options), provided subject to the Participant is Participant's continued employment in Employment good standing with the Company on each such anniversaryvesting date. (b) Restricted Stock Units The Tranche 2 Option shall vest (the "Tranche 2 Vesting Date") with respect to one hundred percent (100%) of the Shares subject to this Award shall vestthe Tranche 2 Option upon Xxxx receiving cash proceeds in return on its Invested Capital (whether such cash derives from interest payments, irrespective debt repayment, dividends, distributions, sale of the provisions set forth in subparagraph (aequity or otherwise) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided Company and its subsidiaries which cash proceeds equal no less than two times its Invested Capital plus a four percent (4%) annual return on such Invested Capital, compounded annually and subject to the Participant is Participant's continued employment in Employment good standing with the Company on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Tranche 2 Vesting Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units The Tranche 3 Option shall vest (and any substitute security and cash component distributed in connection the "Tranche 3 Vesting Date") with a Change respect to one hundred percent (100%) of Control) the Shares subject to this Award shall vest the Tranche 3 Option upon Xxxx receiving cash proceeds in fullreturn on its Invested Capital (whether such cash derives from interest payments, irrespective debt repayment, dividends, distributions, sale of the provisions set forth equity or otherwise) in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor and its subsidiaries which cash proceeds equal no less than three times its Invested Capital plus a four percent (4%) annual return on such Invested Capital, compounded annually and subject to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits 's continued employment in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment good standing with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or deathTranche 3 Vesting Date. (d) For purposes The Tranche 4 Option shall vest (the "Tranche 4 Vesting Date") with respect to one hundred percent (100%) of this Agreement:the Shares subject to the Tranche 4 Option upon Xxxx receiving cash proceeds in return on its Invested Capital (whether such cash derives from interest payments, debt repayment, dividends, distributions, sale of equity or otherwise) in the Company and its subsidiaries which cash proceeds equal no less than four times its Invested Capital plus a four percent (4%) annual return on such Invested Capital, compounded annually and subject to the Participant's continued employment in good standing with the Company on the Tranche 4 Vesting Date. (e) At any time, the portion of the Option, which has become vested and exercisable as described above, is hereinafter referred to as the "Vested Portion". (f) If the Participant's employment with the Company is terminated for any reason, the Option shall, to the extent not then vested, be canceled by the Company without consideration and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a).

Vesting. Grantee’s outstanding Performance RSUs as performance-adjusted pursuant to the provisions of Section 6 (the Payout Share Units) and related performance-adjusted Dividend Equivalents will vest (that is, become “vested Payout Share Units” and vested related performance-adjusted Dividend Equivalents) upon the earliest to occur of the events set forth in the subclauses below, provided that such Performance RSUs and related Dividend Equivalents have not been forfeited prior to such vesting event pursuant to any of the provisions of Section 5 or cancelled as a result of the risk performance adjustment provisions of Section 6 and remain outstanding at that time: (a) All Restricted Stock Units subject to this Award shall vest in full on the third 1st anniversary of the Award DateIssuance Date in the case of the First Tranche share units and related dividend equivalents, provided the Participant is 2nd anniversary of the Award Issuance Date in Employment on such anniversary. the case of the Second Tranche share units and related dividend equivalents, the 3rd anniversary of the Award Issuance Date in the case of the Third Tranche share units and related dividend equivalents, and the 4th anniversary of the Award Issuance Date in the case of the Fourth Tranche share units and related dividend equivalents, as the case may be, or, if later, (b) Restricted Stock Units subject the date on which the performance adjustment determination pursuant to this Award shall Section 6 with respect to the applicable Tranche is final (but no later than March 31st of the calendar year in which such anniversary occurs), or, if later, (c) on the date as of which any suspension imposed with respect to those Performance RSUs and related Dividend Equivalents pursuant to Section 5.5 is lifted without forfeiture of such share units and related dividend equivalents and they vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15thas applicable; (ii) if in the event of Xxxxxxx’s death, (a) the date of Xxxxxxx’s death with respect to any Tranche or Tranches as to which the Annual Risk Performance Factor for such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds Tranche is determined effective as of the Award shall thereupon be vested time of Xxxxxxx’s death pursuant to Section 6.4(a)(i) or was previously determined prior to Xxxxxxx’s death pursuant to Section 6.4(b), and (b) with respect to the Tranche, if any, for which the Annual Risk Performance Factor is determined after Xxxxxxx’s death pursuant to Section 6.4(a)(ii), at the same time and in the same manner as provided in Section 7.1(i)(a) or (b), as applicable, had Grantee remained an additional one-third employee of the Award shall vest on the subsequent anniversary of such December 15thCorporation; and (iii) if the end of the day immediately preceding the day a Change of Control occurs. Performance RSUs and related Dividend Equivalents (1) that have been forfeited by Grantee pursuant to the service requirements or conduct or other provisions of Section 5 or (2) that are part of the portion of a Tranche of Performance RSUs and related Dividend Equivalents that has been cancelled as a result of the risk performance-adjustment provisions of Section 6 where the Payout Percentage for that Tranche was less than 100.00% or (3) that have been cancelled as a result of the application, pursuant to the provisions of Section 6, of a Payout Percentage of 0.00% to the Tranche to which they relate, are not eligible for vesting, will not settle, and will be cancelled without payment of any consideration by PNC. The period during which Dividend Equivalents will accrue with respect to an applicable Tranche of Performance RSUs will end, and such December 15th occurs between two and three years following the Award DateDividend Equivalents will cease to accrue, on the vesting date for such December 15thTranche of Performance RSUs in accordance with Section 7.1 or on the cancellation date for such Performance RSUs in accordance with Section 5 or Section 6, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed as applicable. Outstanding accrued performance-adjusted Dividend Equivalents that vest in connection with a Change of Control) subject to this Award shall vest in full, irrespective the vesting of the provisions set forth in subparagraphs outstanding performance-adjusted Performance RSUs to which they relate (a) or (b) abovethat is, provided that the Participant has been in continuous Employment since amount of dividend equivalents for the period from the Award Date, upon Issuance Date through the earliest vesting date on the number of related Performance RSUs that become Payout Share Units and vest) will be settled and paid out in accordance with Sections 7.2 and 7.3. Accrued Dividend Equivalents that fail to occur of: (i) vest will be cancelled on the cancellation date that for the Company Performance RSUs to which they relate in accordance with Section 5 or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock optionsSection 6, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or deathapplicable. (d) For purposes of this Agreement:

Vesting. Subject to the remaining provisions of this Award: (a) All Restricted Stock Units Time-vesting RSUs. The RSUs indicated above in the box labeled “Time-vesting RSUs” shall vest over three years from the Award Date according to the dates identified in the following table if you remain continuously employed by the Company until the respective vesting date. (b) Performance-vesting RSUs: The RSUs shall vest, in an amount up to your Maximum Performance-vesting RSUs (defined below) on March 1, [YEAR 4],1 subject to your continued employment to that date and except as otherwise provided in Section 2 below. The precise amount in which you may vest will be determined in accordance with the following rules, subject to certification by the Committee of the Company's Economic Value Added (EVA) growth over for the [YEAR 1] through [YEAR 3] fiscal years, relative to the normalized EVA growth, over the same period, of the peer companies identified by the Committee. (i) If the Company's EVA growth is at the median level of the peer companies' EVA, you will have the opportunity to vest in all of the Performance-vesting RSUs (at Target Level). (ii) If the Company's EVA growth is above the median level of the Company's peer group, you will have the opportunity to vest in a multiple (set by the Committee) of your Performance-vesting RSUs, up to your Maximum Performance-vesting RSUs. (iii) If the Company's EVA growth is below the median level of the Company's peer group but above the 40th percentile of the peer group, you will have the opportunity to vest in at least a fraction (set by the Committee) of your Performance-vesting RSUs (so that the Total Number of RSUs vested will be less than the Target Level). 1 For awards with an Award Date of December 3,[YEAR]. For awards with a later Award Date, throughout this Award shall vest in full on “March 1, [YEAR 4]” means the later of March 1, [YEAR 4] or the third anniversary of the Award Date, provided the Participant is in Employment on such anniversary. (biv) Restricted Stock Units subject to this Award shall vest, irrespective If the Company's EVA growth is at or below the 40th percentile of the provisions set forth Company's peer group, you will not have the opportunity to vest in subparagraph any portion of your Performance-vesting RSUs (a) above, provided that at Target Level or otherwise). Your “Maximum Performance-vesting RSUs” is 200% of the Participant has been in continuous Employment from the Award Date until the December 15th following the later number of (i) the Award Date, and (ii) his attainment of Retirement Age, RSUs indicated above in the following amounts provided box labeled “Total Number of RSUs (at Target Level)” minus the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, onenumber of your Time-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vestedvesting RSUs. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or death. (d) For purposes of this Agreement:

Vesting. The Award will vest as follows: (ai) All 25% of the Performance Restricted Stock Share Units subject to the Award will vest on each of the first, second, third and fourth anniversaries of the Date of Grant (or, if later, the date the Board determines that the applicable ROE (as defined below) threshold has been met), in each case if, anx xnly if, the consolidated return on equity of the Company, as determined by the Board, (the "ROE") for the immediately preceding calendar year equals or exceeds [__]%. (ii) If in any year the portion of the Performance Restricted Share Units subject to vesting for the first time under (i) above does not vest because the ROE for the immediately preceding calendar year was below the [__]% xxreshold set forth in (i) above, such portion of the Performance Restricted Share Units will vest on the next anniversary of the Date of Grant (or, if later, the date the Board determines that the applicable ROE threshold has been met), in each case if, and only if, the ROE xxx the two calendar year period immediately preceding such nexx xnniversary (for this purpose treating the ROE for any calendar year as not less than zero) equals or exceeds [__]% per annum, compounded annually. (iii) If any portion of the Performance Restricted Share Units subject to the Award fails to vest in two or more successive years due to the failure to achieve the required ROE thresholds, such portion of the Performance Restricted Share Unxxx will vest on the next anniversary of the Date of Grant (or, if later, the date the Board determines that the applicable ROE threshold has been met), in each case if, and only if, the ROE xxx the three calendar year period immediately preceding such nxxx anniversary (for this purpose treating the ROE for any calendar year as not less than zero) equals or exceeds [__]% per annum, compounded annually. (iv) Notwithstanding the foregoing, the Award shall vest in full on the third tenth anniversary of the Award Date, provided the Participant is Date of Grant or upon an Early Termination (as defined in Employment on such anniversaryparagraph (e) below). (bv) Restricted Stock Units subject to this Award ROE determinations for a period shall vest, irrespective be made by the Board no later xxan the 20th day of February next following the end of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vestedperiod. (cvi) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective The portion of the provisions set forth in subparagraphs (a) or (b) aboveAward, provided that the Participant has been in continuous Employment since the Award Dateif any, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less not vested immediately following termination of the value thereof on the date Grantee's employment shall be immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or deathforfeited. (d) For purposes of this Agreement:

Vesting. (a) All The Time-Vested Restricted Stock Units subject to this Award Shares shall vest in full on the third anniversary of the Award Date, provided the Participant is in Employment on such anniversary. (b) Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15thas follows: (i) if such December 15th occurs within one 50,000 TVRSs vest on the 1-year following the Award Date, on such December 15th, one-third anniversary of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15thGrant Date; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall 50,000 TVRSs vest on the subsequent 2-year anniversary of such December 15th; andthe Grant Date; (iii) if such December 15th occurs between two 50,000 TVRSs vest on the 3-year anniversary of the Grant Date; (b) The Performance-Based Restricted Shares shall vest on upon achieving each of the following Milestones in connection with the Company’s “Telehealth Net Revenue” (which means the sum of the Company’s gross telehealth sales minus telehealth-related refunds and three years following the Award Datereturns) and Consolidated Adjusted EBITDA Profit, on such December 15th, the entire Award shall thereupon be vested.as follows: 50,000 ≥ $125,000,000 in Telehealth Net Revenue and 10% EBITDA margins 12/31/24 50,000 ≥ $150,000,000 in Telehealth Net Revenue and 15% EBITDA margins 12/31/25 50,000 ≥ $200,000,000 in Telehealth Net Revenue and 15% EBITDA margins 12/31/26 (c) All To the extent it is then unvested, the Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award Shares shall vest in full, irrespective upon the termination of the provisions set forth in subparagraphs Employee’s employment with the Company without Cause (aif termination is by the Company) or for Good Reason (bif termination is by Employee), as such terms are defined in the employment agreement of such Employee or if such term or terms is not defined in the employment agreement or there is not an employment agreement, as defined by the Plan. In lieu of fractional vesting, the number of Restricted Shares shall be rounded up each time until fractional Restricted Shares are eliminated. (d) aboveHowever, provided that notwithstanding any other provisions of this Agreement, at the Participant has been option of the Board in continuous Employment since its sole and absolute discretion, all Restricted Shares shall be immediately forfeited in the Award Date, upon event any of the earliest to occur offollowing events occur: (i) The Employee purchases or sells securities of the date Company without written authorization in accordance with the Company’s ixxxxxx xxxxxxx policy then in effect, if any; (ii) The Employee (A) discloses, publishes, or authorizes anyone else to use, disclose or publish, without the prior written consent of the Company, any proprietary or confidential information of the Company, including, without limitation, any information relating to existing or potential customers, business methods, financial information, trade or industry practices, sales and marketing strategies, employee information, vendor lists, business strategies, intellectual property, trade secrets, or any other proprietary or confidential information or (B) directly or indirectly uses any such proprietary or confidential information for the individual benefit of the Employee or the benefit of a third party; (iii) During the term of employment and for a period of two (2) years thereafter, the Employee disrupts or damages, impairs, or interferes with the business of the Company or its Affiliates by recruiting, soliciting, or otherwise inducing any of their respective employees to enter into employment or other relationship with any other business entity, or terminate or materially diminish their relationship with the Company or its Affiliates, as applicable; (iv) During the term of employment and for a period of nine months thereafter, the Employee solicits or directs business of any person or entity who is (A) a customer of the Company or its Affiliates at any time or (B) solicited to be a “prospective customer” of the Company or its Affiliates, in any case either for such Employee or for any other person or entity. For purposes of this clause (v), “prospective customer” means a person or entity who contacted, or is contacted by, the Company or its Affiliates regarding the provision of services to or on behalf of such person or entity; provided that the Employee has actual knowledge of such prospective customer; (v) The Employee fails to reasonably cooperate to effect a smooth transition of the Employee’s duties and to ensure that the Company is apprised of the status of all matters the Employee is handling or is unavailable for consultation after termination of employment of the Employee, if such availability is a condition of any successor agreement to which the Company and the Employee are parties; (vi) The Employee fails to assign all of such Employee’s rights, title, and interest in and to any and all ideas, inventions, formulas, source codes, techniques, processes, concepts, systems, programs, software, computer data bases, trademarks, service marks, brand names, trade names, compilations, documents, data, notes, designs, drawings, technical data and/or training materials, including improvements thereto or derivatives therefrom, whether or not patentable or subject to copyright or trademark or trade secret protection, developed and produced by the Employee used or intended for use by or on behalf of the Company or the Company’s clients; (vii) The Employee acts in a disloyal manner to the Company, such as making comments, whether oral or in writing, that tend to disparage or injure: (i) the reputation or business of the Company terminates or its Affiliates, or is likely to result in discredit to, or loss of, business reputation or goodwill of the Participant’s Employment for any reason on Company or after a Change of Controlits Affiliates or (ii) its directors, officers, or stockholders; or (iiviii) A finding by the date Board that the Participant’s aggregate value Employee has acted against the interests of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits the Company or in force a manner that has or may have a detrimental effect on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or deathCompany. (d) For purposes of this Agreement:

Vesting. (a) All Restricted Stock Units subject to this The 2014 Performance Award hereby granted shall vest become vested in full on the third anniversary of the Award Date, provided the Participant is in Employment Service on such anniversaryanniversary date. (b) Restricted Stock Performance Units subject to this 2014 Performance Award shall vest, irrespective of the provisions set forth in subparagraph Subparagraph (a) above, provided that the Participant has been in continuous Employment Service from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment Service on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the 2014 Performance Award shall be thereupon vested and an additional one-third of the 2014 Performance Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the 2014 Performance Award shall thereupon be vested and an additional one-third of the 2014 Performance Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the 2014 Performance Award Date, on such December 15th, the entire 2014 Performance Award shall thereupon be vested. (c) All Restricted Stock Performance Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this 2014 Performance Award shall vest in fullvest, irrespective of the provisions set forth in subparagraphs Subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment Service since the Award Date, upon the earliest to occur ofof the applicable of the following: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment Service for any reason on or after a Change of Control; or; (ii) the date that on or after a Change of Control that (A) the Participant’s employment with the Company and its Subsidiaries is terminated after the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) as an employee of the Company or one of its Subsidiaries is reduced to a value that is ninety-five percent (95%) % or less of the value thereof on the date immediately prior to the Change of Control, or or (B) the Participant’s scope of work responsibility as an employee of the Company or one of its Subsidiaries is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant as an employee of the Company or one of its Subsidiaries is requested to relocate more than 25 miles from his place of Employment Service with the Company on the date immediately prior to the Change of Control, in each case, on or after ; (iii) a Change of ControlControl if the Participant is then a Nonemployee Director; or (iiiiv) the Participant’s termination of Employment Service by reason of Disability or death. (d) For purposes of this Agreement:

Vesting. (a) All Restricted Stock Units subject Unless vesting is accelerated pursuant to paragraphs 6 or 9 hereof, the Director’s rights to receive the Deferred Shares, as well as any OMNOVA common stock accumulated pursuant to the dividend reinvestment feature under paragraph 3 of this Award Agreement, shall vest irrevocably, and the Deferral Period shall terminate, upon the later of (x) one year following the Date of Grant and (y) the Director’s Separation from Service with the Board; provided, however, that if the Director’s Separation from Service with the Board occurs on or before June 30th in full on the third anniversary same calendar year as the Date of Grant, then one-half of the Award Date, provided Deferred Shares will be forfeited and Director shall only be entitled to receive the Participant is in Employment on such anniversary. (b) Restricted Stock Units subject to this Award shall vest, irrespective remaining one-half of the provisions set forth Deferred Shares upon vesting. Notwithstanding the foregoing, (i) in subparagraph the event the nonemployee Director has become an employee of the Company after the date of this Agreement (abut is not a “key employee” as defined below), the Deferred Shares shall not be issued until the later of (x) aboveone year following the Date of Grant, provided (y) the date of the Director’s Separation from Service with the Board, or (z) the date of the Director’s Separation from Service as an employee of the Company; and (ii) in the event that the Participant has been in continuous Employment Director is a key employee, as defined under Code § 416(i), as of the date of the Director’s Separation from Service with the Award Date until Board, the December 15th Director’s rights to receive the Deferred Shares, as well as any OMNOVA common stock accumulated pursuant to the dividend reinvestment feature under paragraph 3 of this Agreement, shall vest irrevocably upon the date that is 6 months following the later of (iA) the Award DateDirector’s Separation from Service with the Board, and or (iiB) his attainment the Director’s Separation from Service with the Company as an employee (as determined under paragraph 5 of Retirement Age, this Agreement); provided that in no event shall the following amounts provided Director’s rights to receive the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within Deferred Shares vest sooner than one year following the Award Date, on such December 15th, one-third Date of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vestedGrant. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or death. (d) For purposes of this Agreement:, and in accordance with Code § 409A, the Director’s “Separation from Service with the Board” shall occur upon the effective date of the Director’s termination of membership on the Board. For purposes of this Agreement, and in accordance with Code § 409A, the Director’s “Separation from Service with the Company as an employee” shall have the same meaning as “separation from service” as defined in Treas. Reg. § 1.409A-1(h)(1).

Vesting. (a) All Restricted Stock Subject to the Participant’s continued employment by the Company or any of its Affiliates through the applicable Vesting Date (as defined below), (x) 50% of the Units subject to this (such portion, the “First Award Tranche”) shall vest in full become vested on the third anniversary of the Grant Date (the “First Vesting Date”) and (y) 50% of the Units (such portion, the “Second Award Tranche”) shall become vested on the fourth anniversary of the Grant Date (the “Second Vesting Date” and, together with the First Vesting Date, provided each a “Vesting Date”). Notwithstanding the Participant is in Employment on such anniversary. (b) Restricted Stock Units foregoing, subject to this Award shall vest, irrespective the Participant’s continued employment by the Company or any of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on its Affiliates through the applicable December 15th: (i) if such December 15th occurs within one year following the Award Datedate or event, on such December 15th, one-third of the Award unvested Units shall be thereupon vested and an additional one-third of the Award shall fully vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to Participant has both attained age 62 and completed 10 years of service with the Company terminates the Participant’s Employment for any reason on or after a Change of Control; orCompany, FMC and their respective Affiliates; (ii) the date that the Participant’s aggregate value attainment of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; orage 65; (iii) the Participant’s death; (iv) the Participant’s Disability; (v) a Change in Control, if the Company’s successor or the surviving entity (or its parent) fails to continue or assume the Award; (vi) subject to Section 2(d), the Participant’s Termination of Employment within two years following a Change in Control due to either a termination by the Company or its applicable Affiliate without Cause or a resignation by the Participant with Good Reason (as defined in Section 24); or (vii) the Company’s termination of this arrangement in a manner consistent with the requirements of Treas. Reg. § 1.409A-3(j)(4)(ix). (b) Notwithstanding anything to the contrary in Section 2(a), subject to Section 2(d), in the event of the Participant’s Termination of Employment by reason the Company without Cause (other than within two years following a Change in Control): (i) prior to the First Vesting Date, a pro-rata portion of Disability the unvested Units underlying each of the First Award Tranche and the Second Award Tranche shall become vested on the effective date of such Termination of Employment, determined for each of the First Award Tranche and Second Award Tranche separately by multiplying (A) the number of unvested Units underlying each such tranche by (B) a fraction (x) the numerator of which is the number of days the Participant was employed by the Company or deathany of its Affiliates from and after the Grant Date and prior to the date of the Participant’s Termination of Employment and (B) the denominator which is the total number of calendar days during the period beginning on the Grant Date and ending on the First Vesting Date or the Second Vesting Date, respectively; and (ii) on or following the First Vesting Date and prior the Second Vesting Date, a pro-rata portion of the unvested Units underlying the Second Award Tranche shall become vested on the effective date of such Termination of Employment, determined by multiplying (A) the number of unvested Units underlying such tranche by (B) a fraction (x) the numerator of which is the number of days the Participant was employed by the Company or any of its Affiliates from and after the Grant Date and prior to the date of the Participant’s Termination of Employment and (B) the denominator which is the total number of calendar days during the period beginning on the Grant Date and ending on the Second Vesting Date. (c) Upon the Participant’s Termination of Employment for any reason, any Unit (or portion thereof) that has not become vested on or prior to the effective date of such Termination of Employment (including, for the avoidance of doubt, in accordance with the terms of Sections 2(a) or (b)) will then be forfeited immediately and automatically and the Participant will have no further rights with respect thereto. (d) The application of Sections 2(a)(vi) and 2(b) is in each case conditioned on (i) the Participant’s execution and delivery to the Company of a general release of claims against the Company, FMC and their respective Affiliates in a form prescribed by the Company, and (ii) such release becoming irrevocable within 60 days following the Participant’s Termination of Employment or such shorter period specified by the Company. For purposes avoidance of doubt, if this Agreement:release requirement is not timely satisfied, the Units will be forfeited as of the effective date of the Participant’s Termination of Employment and the Participant will have no further rights with respect thereto.

Vesting. If there has not been a Termination of Service during the Restriction Period, then upon the expiration of the Restriction Period, the Executive shall become 100% vested in the shares of Restricted Stock awarded hereunder, and shall own those shares free of all restrictions otherwise imposed by this Agreement. In addition, the Executive shall also become fully vested in all of the shares of Restricted Stock awarded hereunder prior to the end of the Restriction Period, and become owner of such shares free of all restrictions otherwise imposed by this Agreement, as follows: (a) All The Executive shall become fully vested in all of the shares of Restricted Stock Units subject to this Award shall vest in full on the third anniversary awarded hereunder as of the Award Datedate of the Executive’s Termination of Service, provided if such Termination of Service occurs on or after that date which is 90 days prior to the Participant is date of the Change in Employment Control by reason of the Executive’s death, Total Disability or retirement in accordance with Company policies concerning executive retirement as in effect on such anniversary.September 1, 2000; or (b) The Executive shall become fully vested in all of the shares of Restricted Stock Units subject to this Award shall vest, irrespective awarded hereunder as of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third date of the Award shall be thereupon vested and an additional one-third Termination of Service, if the Award shall vest Executive is Terminated Without Cause or the Executive Resigns for Good Reason at any time on each of or after that date which is 90 days prior to the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15thChange in Control; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested.or (c) All The Executive shall become fully vested in all of the shares of Restricted Stock Units awarded hereunder upon the occurrence of a Change in Control and the obligations of IMCO under this Agreement with respect to the Award are not fully assumed or replaced by equivalent substitute award(s), as more fully described in paragraph 7 below; or (and any substitute security and cash component distributed d) If in connection with a Change of ControlControl the obligations of IMCO under this Agreement with respect to the Award are assumed or equivalent substitute award(s) subject to this Award shall vest are granted in fulllieu thereof, irrespective but a subsequent Change in Control occurs before the expiration of the provisions set forth Restriction Period, then effective upon such subsequent Change in subparagraphs (a) or (b) aboveControl, provided that the Participant has been Executive shall become fully vested in continuous Employment since all of the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change shares of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock optionsRestricted Stock awarded hereunder, as well as all other benefits more fully described in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or deathparagraph 7 below. (d) For purposes of this Agreement:

Vesting. The RSUs will vest on the first trading day in April of the third year after the grant date (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter). Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) upon the occurrence of any of the following events: (a) All Restricted Stock Units subject to this Award shall vest in full on the third anniversary of the Award Date, provided the Participant is in Employment on such anniversary.Employee’s death; (b) Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15thEmployee's Disability; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) subject age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in fullControl, irrespective the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the provisions set forth effective date of the Change in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee's employment by the Company or any successor to for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company terminates the Participant’s Employment for any reason on or after a Change of Controloccurs; or (iie) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. All RSUs will be forfeited upon termination of the Employee's employment with the Employer before the Vesting Date for a reason of other than death, Disability or deathretirement from the Company upon or after attaining age 62 and 10 Years of Service. (d) For purposes of this Agreement:

Vesting. (a) All Restricted Stock Units subject to this The 2008 Performance Award hereby granted shall vest become vested in full on the third anniversary of the Award Date, provided the Participant is in Employment on such anniversaryanniversary date. (b) Restricted Stock Performance Units subject to this 2008 Performance Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the 2008 Performance Award shall be thereupon vested and an additional one-third of the 2008 Performance Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the 2008 Performance Award shall thereupon be vested and an additional one-third of the 2008 Performance Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire 2008 Performance Award shall thereupon be vested. (c) All Restricted Stock Performance Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this 2008 Performance Award shall vest in fullvest, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or death. (d) For purposes of this Agreement:

Vesting. The RSUs will vest on the first trading day in April of the third year after the grant date (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter). Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) upon the occurrence of any of the following events: (a) All Restricted Stock Units subject to this Award shall vest in full on the third anniversary of the Award Date, provided the Participant is in Employment on such anniversary.Employee’s death; (b) Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15thEmployee's Disability; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) subject age 62 and 5 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in fullControl, irrespective the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the provisions set forth effective date of the Change in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the Company existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or any successor more favorable to the Company terminates participants as those existing as of the Participanteffective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s Employment for any reason on or after a Change of Controlapproval; or (iid) an involuntary Termination of Employment of the date that Employee's employment by the Participant’s aggregate value of total annual compensation Company for reasons other than Cause within twenty-four (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits 24) calendar months following the month in force on the date immediately prior to which a Change of Control) is reduced to a value that is ninety-five percent (95%) or less in Control of the value thereof on Company occurs. All RSUs will be forfeited upon termination of the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment Employee's employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company on the date immediately prior to the Change of Control, in each case, on upon or after a Change attaining age 62 and 5 Years of Control; or (iii) the Participant’s termination of Employment by reason of Disability or deathService. (d) For purposes of this Agreement:

Vesting. The option herein granted shall become exercisable in whole or in part as follows: (ai) All Restricted Stock Units subject Exercisable as to this Award shall vest 33% of the shares (rounded down to the nearest whole share) on the first anniversary of the Grant Date; (ii) Exercisable as to an additional 33% of the shares (rounded down to the nearest whole share) on the second anniversary of the Grant Date; (iii) Exercisable in full its entirety on and after the third anniversary of the Award Grant Date, provided ; (iv) Exercisable in its entirety (x) upon the death of the Participant while the Participant is employed by the Company or (y) in Employment on such anniversary.the event of Disability (as defined in the Plan) of the Participant while the Participant is employed by the Company; (bv) Restricted Stock Units subject If the Participant retires from the Company at any time following the first anniversary of this Agreement and at such time satisfies the Normal Retirement Criteria (defined below), the option herein granted shall continue to this Award shall vest, irrespective of the provisions become exercisable as set forth in subparagraph clauses (aii) above, provided that through (iii) of this Section 1(a). The Normal Retirement Criteria will be satisfied if the Participant has been in continuous Employment shall (x) retire (and satisfy the Company’s criteria for retirement at such time) from the Award Date until Company, (y) be at least 55 years of age at the December 15th 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; (vi) If at the time of retirement the Participant satisfies the Normal Retirement Criteria and subsequently dies or becomes Disabled before the Participant’s 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 a parent of the successor company in the Change in Control agrees to assume, replace, or substitute the option granted hereunder (as of the consummation of such Change in Control) with an option on substantially identical terms, as determined by the Committee, if the Participant’s employment with the Company or its Affiliates (or any successor thereto) is terminated within two years following a Change in Control either (x) by the later 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 Award Date, and Company or its Affiliates (or any successor thereto) of this Agreement or any employment agreement to which Participant is a party; (ii) his attainment of Retirement Age, a material reduction in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on authority, duties and responsibilities; or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination Company requires the Participant to permanently relocate by more than 50 miles from the existing LSI Cincinnati location as a condition of Employment by reason his employment. If the Participant does not terminate his employment within 60 days after the first occurrence of Disability or deaththe 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 such circumstances. (d) For purposes of this Agreement:

Vesting. (a) All 3.1 If this is a Time-Based Award, the Restricted Stock Units Shares subject to this Award Agreement shall vest become unrestricted, fully vested, and non-forfeitable in full the numbers and on the third anniversary of Vesting Dates presented below, provided: (a) if, on the Award Date, provided the Participant is in Employment an employee of the Company and / or one of its Subsidiaries, the Participant is employed on such anniversary.the Vesting Date, as presented below, by the Company and / or one of its Subsidiaries, or (b) if, on the Award Date, the Participant is a director of the Company and / or one of its Subsidiaries, the Participant is serving as a director on the Vesting Date, as presented below, of the Company and / or one of its Subsidiaries. 3.2 If this is a Performance-Based Award, the Restricted Stock Units Shares subject to this Award Agreement shall vestbecome unrestricted, irrespective of fully vested, and non-forfeitable in the provisions set forth in subparagraph numbers and on the Vesting Dates presented below, provided: (a) aboveif, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) on the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment an employee of the Company and / or one of its Subsidiaries, the Participant is employed on the applicable December 15th:Vesting Date, as presented below, by the Company and / or one of its Subsidiaries, or (ib) if such December 15th occurs within one year following if, on the Award Date, on such December 15th, one-third the Participant is a director of the Award Company and / or one of its Subsidiaries, the Participant is serving as a director on the Vesting Date, as presented below, of the Company and / or one of its Subsidiaries. the Performance Criteria specified below are achieved. Per Performance Criteria Based on the audited consolidated financial statements for the year ended December 31, 2021, December 31, 2022 or December 31, 2023, but not any subsequent year, the Company achieves in the same year at least a 0.9% ROAA, records growth in net deposits of not less than $1.0 billion from the deposit balance as of September 30, 2020, achieves and thereafter maintains a ratio of criticized loans to Tier 1 equity plus the Allowance for Loan Loss of less than 25.0%, and has no formal regulatory enforcement orders. Vesting to be all or nothing and to occur on December 31, 2023 if the performance criteria have been confirmed achieved in either the year ended December 31, 2021 or the year ended December 31, 2022. If the performance criteria have been confirmed achieved for the year ended December 31, 2023, vesting shall be thereupon vested and an additional one-third upon issuance of the Award shall vest on each audited consolidated financial statements for the year ended December 31, 2023. 42,353 3.3 If a Terminating Event of the two subsequent anniversaries of Company occurs, all restrictions, terms, criteria, and conditions applicable to all Restricted Shares then outstanding under this Award Agreement shall be deemed lapsed and satisfied, as applicable, and each Participant shall become 100% vested with respect to all Awards granted to such December 15th; (ii) if such December 15th occurs between one and two years following Participant under the Award Date, on such December 15th, two-thirds Plan as of the Award shall thereupon be vested and an additional one-third date of the Award Terminating Event. The immediately preceding sentence shall vest on apply to only those Participants who are employed by or are serving as directors of the subsequent anniversary Company and / or one of such December 15th; and (iii) if such December 15th occurs between two and three years following its Subsidiaries as of the Award Date, on such December 15th, date of the entire Award shall thereupon be vestedTerminating Event. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates 3.4 If the Participant’s Employment employment by or Affiliation with the Company and / or its Subsidiaries, as applicable, terminates for any reason on other than a Terminating Event prior to the vesting of all or after a Change any portion of Control; or the Restricted Shares awarded under this Award Agreement, such Restricted Shares shall immediately be cancelled and the Participant (ii) the date that and the Participant’s aggregate value of total annual compensation estate, designated beneficiary, or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on 90) days after the date immediately prior to of any such termination, that all or a Change portion of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or any the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; orunvested Restricted Shares shall not be so cancelled and forfeited. (iii) 3.5 If the Participant’s employer ceases to be a Subsidiary of the Company, that event shall be deemed to constitute a termination of Employment by reason of Disability or deathemployment under Section 3.4 above. (d) For purposes of this Agreement:

Vesting. (a) All Restricted Stock Units subject to this The 2015 Performance Award hereby granted shall vest become vested in full on the third anniversary of the Award Date, provided the Participant is in Employment Service on such anniversaryanniversary date. (b) Restricted Stock Performance Units subject to this 2015 Performance Award shall vest, irrespective of the provisions set forth in subparagraph Subparagraph (a) above, provided that the Participant has been in continuous Employment Service from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment Service on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the 2015 Performance Award shall be thereupon vested and an additional one-third of the 2015 Performance Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the 2015 Performance Award shall thereupon be vested and an additional one-third of the 2015 Performance Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the 2015 Performance Award Date, on such December 15th, the entire 2015 Performance Award shall thereupon be vested. (c) All Restricted Stock Performance Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this 2015 Performance Award shall vest in fullvest, irrespective of the provisions set forth in subparagraphs Subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment Service since the Award Date, upon the earliest to occur ofof the applicable of the following: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment Service for any reason on or after a Change of Control; or; (ii) the date that on or after a Change of Control that (A) the Participant’s employment with the Company and its Subsidiaries is terminated after the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) as an employee of the Company or one of its Subsidiaries is reduced to a value that is ninety-five percent (95%) % or less of the value thereof on the date immediately prior to the Change of Control, or or (B) the Participant’s scope of work responsibility as an employee of the Company or one of its Subsidiaries is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant as an employee of the Company or one of its Subsidiaries is requested to relocate more than 25 miles from his place of Employment Service with the Company on the date immediately prior to the Change of Control, in each case, on or after ; (iii) a Change of ControlControl if the Participant is then a Nonemployee Director; or (iiiiv) the Participant’s termination of Employment Service by reason of Disability or death. (d) For purposes of this Agreement:

Vesting. (a) All Restricted Stock Units subject Subject to the terms and conditions of this Agreement, including the clawback and forfeiture provisions under Section 6 and Section 11 below, the Earned PSUs (as defined below), if any, shall vest, and the restrictions with respect to the PSUs shall lapse, on the dates and in the amounts set forth in this Agreement if you remain continuously employed by the Company or an Affiliate until the date you become vested in accordance with the terms and conditions of this Agreement. (b) The number of PSUs that shall become earned, if any (the “Earned PSUs”), following the end of the period commencing on [_______] (the “Commencement Date”) and ending on [_________] (the “Performance Period”)1 shall be determined by multiplying the PSUs by the Earned Percentage, calculated as set forth in Exhibit A to this Award Agreement, and may range from [zero to one hundred fifty percent (150%) of the PSUs]. (c) The Earned PSUs, if any, shall vest in full as follows: (i) fifty percent (50%) shall vest on the third anniversary of the Award Date, provided the Participant is in Employment on such anniversary. (b) Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Grant Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: fifty percent (i50%) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent fourth anniversary of such December 15th; and the Grant Date (iii) the “End Date”). [Alternative: The Earned PSUs, if such December 15th occurs between two and three years following the Award Dateany, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs one hundred (a100%) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or death.[insert: applicable date].]2 (d) For purposes The calculations under this Section 3 shall be made by the Committee following the end of the Performance Period and any vesting resulting from such calculations shall be effective as of the applicable vesting date. Any PSUs that do not vest on a vesting date pursuant to the terms of Section 3 or 4 shall be immediately and irrevocably forfeited, including the right to receive cash payments and other distributions pursuant to Sections 7(b) and (c) hereof, as of such vesting date. (e) The Committee administering the Plan shall have the authority to make any determinations regarding questions arising from the application of the provisions of this Agreement:Section 3, which determination shall be final, conclusive and binding on you and the Company.

Vesting. (a) All Restricted Stock Units subject Subject to this Award the Participant's continued employment with the Company and its Subsidiaries, the Option shall vest in full and become exercisable with respect to one hundred percent (100%) of the Shares covered by the Option on the third seventh anniversary of the Award DateDate of Grant; provided, provided however, (i) if the Participant Company has met 80% of its revenue and EBITDA budget for the fiscal year ending December 31, 1998 year, which budget is approved by the Board of Directors of the Company, 50% of the Shares covered by the Option shall vest and become exercisable on January 1, 1999, (ii) if the Company has met 80% of its revenue and EBITDA budget for the fiscal year ending December 31, 1999, which budget is approved by the Board of Directors of the Company, the remaining 50% of the Shares covered by the Option shall vest and become exercisable on January 1, 2000, and (iii) in Employment the event that the first 50% of the Shares covered by the Option did not vest on such anniversaryJanuary 1, 1999 as set forth in clause (i) above and the Company not only meets 80% of its revenue and EBITDA budget for the year ending December 31, 1999 but exceeds 80% of its revenue and EBITDA budget for the year ending December 31, 1999, which budget is approved by the Board of Directors of the Company, in an amount at least equal to the deficiency that occurred in the year ending December 31, 1998, 100% of the Shares covered by the Option shall vest and become exercisable on January 1, 2000. At any given time, the portion of the Option which has become vested and exercisable as described above (or pursuant to Sections 2(b) and 2(d) below) is hereinafter referred to as the "Vested Portion." (b) Restricted Stock Units subject If the Participant's employment with the Company and its Subsidiaries is terminated (i) by the Company or its Subsidiary (as applicable) without "Cause" (as defined in Section 3(a), (ii) by the Company or its Subsidiary (as applicable) due to this Award shall vestthe Participant's "Disability" (as defined in Section 3(a) below) or (iii) due to the Participant's death, irrespective then (x) the portion of the provisions Option that would otherwise have vested pursuant to Section 2(a) above in the calendar year in which such termination of employment occurs shall vest and become exercisable, (y) the Option, to the extent not then vested (after giving effect to clause (x)), shall be canceled without consideration and (z) the Vested Portion of the Option shall remain exercisable for the period set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vestedSection 3(a). (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or death. (d) For purposes of this Agreement:

Vesting. Unless the Administrator determines otherwise, the following provisions shall apply: (i) The Award shall vest (each such date, a “Vesting Date”) with respect to twenty percent (20%) of the Phantom Stock subject to the Award on each anniversary of the Grant Date, commencing with the first anniversary of the Grant Date, such that the Award shall be fully vested on the fifth anniversary of the Grant Date; provided that (a) All Restricted Stock Units subject to this the Participant has been continuously employed by the Company or an Affiliate from the Grant Date until each respective Vesting Date; (b) the Participant has been continuously employed by the Company or an Affiliate for at least ten (10) years on the respective Vesting Date; and (c) the Participant has attained age 65 on the respective Vesting Date. In the event that the Participant has not satisfied either of the conditions described in Section 3(i)(b) or Section 3(i)(c) on a respective Vesting Date, the Award shall vest in full on the third anniversary later of the Award Date, provided respective Vesting Date or the date on which the Participant is satisfies both of the conditions described in Employment on such anniversary.Section 3(i)(b) and Section 3(i)(c) herein; (bii) Restricted Stock Units subject to this In addition, notwithstanding the above provision, the Award shall vest, irrespective also vest on the earliest to occur of the provisions set forth in subparagraph following: (aA) abovethe date of a Change of Control, provided that the Participant has been in continuous Employment continuously employed by the Company or an Affiliate from the Award Grant Date until the December 15th following the later Change of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15thControl event; (iiB) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds date of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs (a) or (b) aboveParticipant’s death, provided that the Participant has been in continuous Employment since continuously employed by the Award Date, upon Company or an Affiliate from the earliest to occur of:Grant Date until the date of death; (iC) the date of the Participant’s Total Disability, provided that the Participant has been continuously employed by the Company or an Affiliate from the Grant Date until the date of Total Disability. Notwithstanding that the Award may have vested in whole or in part, the Award shall not be settled, and the Participant shall have no right to any successor payment with respect to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salaryAward, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or unless the Participant is requested entitled to relocate more than 25 miles from his place settlement as provided in the Plan and ARTICLE 4. If the Award, or any portion of Employment with the Company on Award, is not vested upon the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason employment with the Company, the unvested Award or unvested portion of Disability the Award shall be forfeited, and no payment shall be made thereon. If the Participant engages in a Competitive Activity or death. (d) is terminated For purposes of Cause or otherwise violates any recoupment or forfeiture provisions as described in the Plan or in this Agreement:, he shall forfeit the right to receive payments with respect to the Award as provided in the Plan or in this Agreement and shall be required to return to the Company payments previously made, as provided in the Plan or in this Agreement.

Vesting. (a) All 3.1 If this is a Time-Based Award, the Restricted Stock Units Shares subject to this Award Agreement shall vest become unrestricted, fully vested, and non-forfeitable in full the numbers and on the third anniversary of Vesting Dates presented below, provided: a. if, on the Award Date, provided the Participant is in Employment an employee of the Company and/or one of its Subsidiaries, the Participant is employed on such anniversarythe Vesting Date, as presented below, by the Company and/or one of its Subsidiaries, or b. if, on the Award Date, the Participant is a director of the Company and/or one of its Subsidiaries, the Participant is serving as a director on the Vesting Date, as presented below, of the Company and/or one of its Subsidiaries. (b) 3.2 If this is a Performance-Based Award, the Restricted Stock Units Shares subject to this Award Agreement shall vestbecome unrestricted, irrespective of fully vested, and non-forfeitable in the provisions set forth in subparagraph (a) abovenumbers and on the Vesting Dates presented below, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) provided: a. if, on the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment an employee of the Company and/or one of its Subsidiaries, the Participant is employed on the applicable December 15th: (i) if such December 15th occurs within Vesting Date, as presented below, by the Company and/or one year following of its Subsidiaries, or b. if, on the Award Date, on such December 15th, one-third the Participant is a director of the Company and/or one of its Subsidiaries, the Participant is serving as a director on the Vesting Date, as presented below, of the Company and/or one of its Subsidiaries. AND the Performance Criteria specified below are achieved. 3.3 If a Change in Control of the Company occurs, all restrictions, terms, criteria, and conditions applicable to all Restricted Shares then outstanding under this Award Agreement shall be thereupon deemed lapsed and satisfied, as applicable, and each Participant shall become 100% vested and an additional one-third with respect to all Awards granted to such Participant under this Plan as of the Award shall vest on each date of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds Change in Control. The immediately preceding sentence shall apply to only those Participants who are employed by or are serving as directors of the Award shall thereupon be vested and an additional one-third Company and/or one of its Subsidiaries as of the Award shall vest on date of the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vestedChange in Control. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection 3.4 If the Participant’s employment with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor director service to the Company and/or its Subsidiaries, as applicable, terminates for any reason other than a Change in Control prior to the vesting of all or any portion of the Restricted Shares awarded under this Award Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s Employment for estate, designated beneficiary, or other legal representative) shall forfeit any reason on rights or after a Change of Control; orinterests in and with respect to any such Restricted Shares. (ii) the date that 3.5 If the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior 's employer ceases to be a Change of Control) is reduced to a value that is ninety-five percent (95%) or less Subsidiary of the value thereof on the date immediately prior Company, that event shall be deemed to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after constitute a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or deathemployment under Section 3.4 above. (d) For purposes of this Agreement:

Vesting. Subject to Section 5, the Restricted Shares shall vest, no longer be subject to Restrictions and become transferable pursuant to the terms of the Plan as follows (as summarized in Exhibit A attached hereto): (a) All Twenty percent (20%) of the Restricted Stock Units subject to this Award Shares shall vest in full on upon the third anniversary occurrence of the Award Date, provided the Participant is in Employment on such anniversary. (b) Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of both (i) the Award DateAwardee being an employee of the Company or an Affiliate as of April 15, 2015, and (ii) his attainment the Return on Equity (as defined below) equaling or exceeding the Performance Goal (as defined below) for the Company’s fiscal year ending December 31, 2014, as determined by the Committee; (b) Twenty percent (20%) of Retirement Age, in the following amounts provided Restricted Shares shall vest upon the Participant is in Employment on the applicable December 15th: occurrence of both (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third Awardee being an employee of the Award shall be thereupon vested Company or an Affiliate as of April 15, 2016, and an additional one-third of (ii) the Award shall vest Return on each of Equity equaling or exceeding the two subsequent anniversaries of such Performance Goal for the Company’s fiscal year ending December 15th31, 2015, as determined by the Committee; (c) Twenty percent (20%) of the Restricted Shares shall vest upon the occurrence of both (i) the Awardee being an employee of the Company or an Affiliate as of April 15, 2017, and (ii) if such the Return on Equity equaling or exceeding the Performance Goal for the Company’s fiscal year ending December 15th occurs between one and two years following 31, 2016, as determined by the Award Date, on such December 15th, two-thirds Committee; (d) Twenty percent (20%) of the Award Restricted Shares shall thereupon be vested and vest upon the occurrence of both (i) the Awardee being an additional one-third employee of the Award shall vest Company or an Affiliate as of April 15, 2018, and (ii) the Return on Equity equaling or exceeding the subsequent anniversary of such Performance Goal for the Company’s fiscal year ending December 15th31, 2017, as determined by the Committee; and (iiie) if such December 15th occurs between two and three years following Twenty percent (20%) of the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award Shares shall vest in full, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: occurrence of both (i) the date that Awardee being an employee of the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change an Affiliate as of Control; or April 15, 2019, and (ii) the date that Return on Equity equaling or exceeding the ParticipantPerformance Goal for the Company’s aggregate value of total annual compensation (including salaryfiscal year ending December 31, bonuses, long and short-term incentives, deferred compensation and award of stock options2018, as well as all other benefits determined by the Committee; provided, that each Performance Goal target set forth above may be increased and additional vesting requirements may be provided for annually in force on the date immediately prior Company’s sole discretion upon written notice to the Awardee, which notice shall be deemed to be incorporated herein. Notwithstanding the foregoing, in the event that a Change of Control) is reduced to a value that is ninety-five percent (95%) Control occurs and the Awardee remains in continued employment with the Company or less of the value thereof on the date an Affiliate until at least immediately prior to the Change of Control, or all of the Participant’s scope then-unforfeited Restricted Shares shall automatically become fully vested, no longer subject to Restrictions and freely transferable, as of work responsibility is materially reduced from that existing on the date immediately prior to the of such Change of Control. To the extent that any of the above vesting requirements contained in Sections 4(a) – 4(e) are not satisfied as of a particular vesting date, or the Participant is requested Restricted Shares subject to relocate more than 25 miles from his place vesting on such vesting date shall not vest; provided, that in the event that the vesting requirements are satisfied as of Employment with any subsequent vesting date set forth above, all of the Company on the date immediately Restricted Shares that were subject to vesting prior to such subsequent vesting date shall become fully vested, no longer subject to Restrictions and transferable. If any of the Change vesting requirements under Section 4(e) are not satisfied as of ControlApril 15, in each case2019, on or after a Change all unvested Restricted Shares shall immediately be forfeited as of Control; or (iii) the Participant’s termination of Employment by reason of Disability or death. (d) such date. For purposes of this Agreement:

Vesting. (a) All Restricted Stock Units subject Unless vesting is accelerated pursuant to paragraphs 6 or 9 hereof, the Director’s rights to receive the Deferred Shares, as well as any OMNOVA common stock accumulated pursuant to the dividend reinvestment feature under paragraph 3 of this Award Agreement, shall vest irrevocably, and the Deferral Period shall terminate, upon the later of (x) one year following the Date of Grant and (y) the Director’s Separation from Service with the Board; provided, however, that if the Director’s Separation from Service with the Board occurs on or before June 30th in full on the third anniversary same calendar year as the Date of Grant, then one-half of the Award Date, provided Deferred Shares will be forfeited and Director shall only be entitled to receive the Participant is in Employment on such anniversary. (b) Restricted Stock Units subject to this Award shall vest, irrespective remaining one-half of the provisions set forth Deferred Shares upon vesting. Notwithstanding the foregoing, (i) in subparagraph the event the nonemployee Director has become an employee of the Company after the date of this Agreement (abut is not a “key employee” as defined below), the Deferred Shares shall not be issued until the later of (x) aboveone year following the Date of Grant, provided (y) the date of the Director’s Separation from Service with the Board, or (z) the date of the Director’s Separation from Service as an employee of the Company; and (ii) in the event that the Participant has been in continuous Employment Director is a key employee, as defined under Code § 416(i), as of the date of the Director’s Separation from Service with the Award Date until Board, the December 15th Director’s rights to receive the Deferred Shares, as well as any OMNOVA common stock accumulated pursuant to the dividend reinvestment feature under paragraph 3 of this Agreement, shall vest irrevocably upon the date that is 6 months following the later of (iA) the Award DateDirector’s Separation from Service with the Board, and or (iiB) his attainment the Director’s Separation from Service with the Company as an employee (as determined under paragraph 5 of Retirement Age, this Agreement); provided that in no event shall the following amounts provided Director’s rights to receive the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within Deferred Shares vest sooner than one year following the Award Date, on such December 15th, one-third Date of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vestedGrant. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or death. (d) For purposes of this Agreement:, and in accordance with Code § 409A, the Director’s “Separation from Service with the Board” shall occur upon the effective date of the Director’s termination of membership on the Board. For purposes of this Agreement, and in accordance with Code § 409A, the Director’s “Separation from Service with the Company as

Vesting. (a) All Restricted Stock Units subject to this The 2011 Performance Award hereby granted shall vest become vested in full on the third anniversary of the Award DateFebruary 25, 2014, provided the Participant is in Employment Service on such anniversaryanniversary date. (b) Restricted Stock Performance Units subject to this 2011 Performance Award shall vest, irrespective of the provisions set forth in subparagraph Subparagraph (a) above, provided that the Participant has been in continuous Employment Service from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment Service on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the 2011 Performance Award shall be thereupon vested and an additional one-third of the 2011 Performance Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the 2011 Performance Award shall thereupon be vested and an additional one-third of the 2011 Performance Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire 2011 Performance Award shall thereupon be vested. (c) All Restricted Stock Performance Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this 2011 Performance Award shall vest in fullvest, irrespective of the provisions set forth in subparagraphs Subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment Service since the Award Date, upon the earliest to occur ofof the applicable of the following: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment employment with the Company and its Subsidiaries for any reason on or after a Change of Control; or; (ii) the date that the Participant’s employment with the Company and its Subsidiaries is terminated after the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) as an employee of the Company or one of its Subsidiaries is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility as an employee of the Company or one of its Subsidiaries is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant as an employee of the Company or one of its Subsidiaries is requested to relocate more than 25 miles from his place of Employment Service with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; (iii) a Change of Control if the Participant is then a Non-employee Director; or (iiiiv) the Participant’s termination of Employment Service by reason of Disability or death. (d) For purposes of this Agreement:

Vesting. (a) All Restricted Stock Units subject to this Award shall vest in full on the third anniversary of the Award Date, provided the Participant is in Employment Chairman on such anniversary. (b) Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment continuously served as Chairman from the Award Date until the applicable December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment serving as Chairman on the applicable December 15th: (i) if such on December 15th occurs within one year following the Award Date15, on such December 15th2009, one-third of the Award shall be thereupon vested and vested; (ii) on December 15, 2010, an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15thvested; and (iii) if such on December 15th occurs between two and three years following the Award Date15, on such December 15th2011, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment continuously served as Chairman since the Award Date: (i) upon the Participant ceasing to serve as Chairman pursuant to Section 4(a) of the Service Agreement; or (ii) if the Participant continues to serve as Chairman after August 15, 2011, upon the earliest Participant ceasing to occur of: serve as Chairman (A) under any of the circumstances referred to in the immediately preceding clause (i) the date that the Company (determined as if such cessation had occurred during Agreement Phase B), or (B) under any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, circumstances or the Participant’s scope of work responsibility is materially reduced from events that existing on the date immediately prior to the Change of Control, or would constitute the Participant is requested refusing to relocate more than 25 miles from his place serve as Chairman if the provisions of Employment with Section 4(b) of the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or deathService Agreement were applicable. (d) For purposes of this Agreement:,

Vesting. The Restricted Shares shall vest as follows: (a) All no part of the Restricted Stock Units subject Shares shall be eligible to this Award become vested until the first anniversary of the Date of Xxxxx; (b) on the first anniversary of the Date of Xxxxx, thirty-three and one-third percent (33-1/3%) of the number of Restricted Shares granted hereby shall vest in full become vested; (c) on March 9, 2019, an additional thirty-three and one-third percent (33-1/3%) of the number of Restricted Shares granted hereby shall become vested; and (d) on March 9, 2020, all Restricted Shares that have not previously become vested shall become vested. If the Restricted Shares would become vested as to a fractional share, the number of Restricted Shares becoming vested shall be rounded down to the nearest whole share. Notwithstanding the foregoing, if, after the first anniversary of the Date of Grant, (I) Participant’s Service ends as a result of Participant’s death or Disability, then the above vesting schedule shall be adjusted such that the number of Restricted Shares vested immediately following such termination, including all previously vested Restricted Shares, shall be equal to (a) the total number of Restricted Shares granted hereunder multiplied by (b) the number of days elapsed between Date of Grant and the termination date, divided by (b) one thousand ninety-six (1,096) days; or (II) Participant’s Service is terminated by the Company without Cause or by Participant for Good Reason, then the above vesting schedule shall be adjusted such that the number of Restricted Shares vested immediately following such termination, including all previously vested Restricted Shares, shall be equal to (a) the total number of Restricted Shares granted hereunder multiplied by (b) (i) the number of days elapsed between Date of Grant and the termination date, plus (ii) ninety (90) days, divided by (c) one thousand ninety-six (1,096) days; by way of example, if Participant’s Service is terminated by the Company without Cause or by the Participant for Good reason on the date that is five hundred (500) days after Date of Grant, 53.83% of the (590/1096) of the Restricted Shares shall be vested, including any previously vested Restricted Shares which have been transferred by Participant. In the event of a Change of Control on or after the first anniversary of the Grant Date, but prior to (x) termination of Participant’s Service, and (y) the third anniversary of the Award Date of Grant, the Restricted Shares shall thereupon become vested as described in Section 13.2 of the Company’s Amended and Restated 2013 Stock Incentive Plan to be submitted by the Company for shareholder approval within thirty (30) days following the Grant Date, provided the terms of which are incorporated herein by reference. If Participant’s Service is terminated by the Company without Cause or by the Participant is in Employment on such anniversary. (b) Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs for Good Reason within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately 180 days prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) Control occurring on or less after the first anniversary of the value thereof on the date Grant Date, all Restricted Shares shall become vested immediately prior to consummation of such Change of Control. If Participant’s Service is terminated within 180 days after a Change of Control occurring on or after the first anniversary of the Grant Date, and Participant has been granted a substantially equivalent award of the Acquiror’s equity securities in substitution of any portion of the Restricted Shares (the “Substituted Shares”), the Acquiror shall be obligated to pay Participant an amount equal to the difference between the Change of Control proceeds Participant would have received had all of his Restricted Shares been vested immediately prior to such Change of Control, or and the Participant’s scope amount of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control proceeds actually received by Participant in exchange for his vested Restricted Shares as a result of such Change of Control, or provided that Participant forfeits all of the Participant is requested Substituted Shares issued to relocate more than 25 miles from his place of Employment with him by the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or deathAcquiror. (d) For purposes of this Agreement:

Vesting. (a) All Restricted Stock Units subject to this The 2011 Performance Award hereby granted shall vest become vested in full on the third anniversary of the Award Date, provided the Participant is in Employment Chairman on such anniversaryanniversary date. (b) Restricted Stock Performance Units subject to this 2011 Performance Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment continuously served as Chairman from the Award Date until the applicable December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment serving as Chairman on the applicable December 15th: (i) if such on December 15th occurs within one year following the Award Date15, on such December 15th2011, one-third of the 2011 Performance Award shall be thereupon vested and vested; (ii) on December 15, 2012, an additional one-third of the 2011 Performance Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15thvested; and (iii) if such on December 15th occurs between two and three years following the Award Date15, on such December 15th2013, the entire 2011 Performance Award shall thereupon be vested. (c) All Restricted Stock Performance Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this 2011 Performance Award shall vest in fullvest, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment continuously served as Chairman since the Award Date: (i) upon the Participant ceasing to serve as Chairman pursuant to Section 4(a) of the Service Agreement; or (ii) if the Participant continues to serve as Chairman after August 15, 2011, upon the earliest Participant ceasing to occur of: serve as Chairman under any of the circumstances referred to in the immediately preceding clause (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, determined as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or deathif such cessation had occurred during Agreement Phase B). (d) For purposes of this Agreement:

Vesting. (a) All So long as the Grantee continues to be Employed through the applicable vesting date, the Restricted Stock Units subject to this Award shall vest in full as to 20% of such Shares on the third anniversary each of the Award DateApril 1, provided the Participant is in Employment on such anniversary2015, April 1, 2016, April 1, 2017, April 1, 2018 and April 1, 2019. (b) Notwithstanding the foregoing, if the Grantee’s Employment is terminated without Cause by the Company Group or by the Grantee for Good Reason, the Restricted Stock Units subject shall become vested, to this Award shall vestthe extent not previously vested, irrespective as of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: immediately prior to such termination: (i) if such December 15th termination occurs within one year following at least six months after the Award Grant Date but prior to the first anniversary of the Grant Date, on such December 15th, one-third with respect to 20% of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; Restricted Stock; or (ii) if such December 15th termination occurs between one and two years following on or after the Award first anniversary of the Grant Date but prior to the fourth anniversary of the Grant Date, on such December 15th, two-thirds with respect to the total percentage of the Award shall thereupon be Restricted Stock that would have been vested and an additional one-third as of such termination date, if the Restricted Stock had originally vested with respect to 20% of such Shares on each of the Award shall vest on first five anniversaries of the subsequent anniversary of such December 15thGrant Date; and (iii) provided, however, that in any event, if such December 15th termination occurs between two and three years on or subsequent to the first date, following an Initial Public Offering (as defined in the Award Stockholder’s Agreement), on which the Sponsors, collectively, are the Beneficial Owners of less than 40% of the aggregate number of shares of Common Stock of which the Sponsors, collectively, are the Beneficial Owners as of the Grant Date, on such December 15ththen the Restricted Stock shall become vested, to the entire Award shall thereupon be extent not previously vested, with respect to 100% of the Restricted Stock. (c) All Restricted Stock Units (and Notwithstanding any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs (aSection 3(a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or Control on a date when the Grantee is Employed with any member of the Company Group (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force disregarding any termination occurring on the date immediately prior to a of the Change of Control) is reduced ), any then-outstanding and unvested Restricted Stock shall automatically become vested, to a value that is ninety-five percent (95%) or less the extent not previously vested, with respect to 100% of the value thereof on the date Restricted Stock immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or death. (d) For purposes Any Shares that become vested pursuant to this Section 3 shall be referred to as “Vested Restricted Stock.” (e) Subject to the provisions of this Agreement:Section 3(b) above, if the Grantee’s employment with the Company Group is terminated for any reason by the Company or any member of the Company Group, or by the Grantee, any Restricted Stock that has not yet become Vested Restricted Stock at such time shall be forfeited by the Grantee without consideration therefor.

Vesting. (a) All Restricted Stock Units subject Unless vesting is accelerated pursuant to paragraphs 6 or 9 hereof, the Director’s rights to receive the Deferred Shares, as well as any OMNOVA common stock accumulated pursuant to the dividend reinvestment feature under paragraph 3 of this Award Agreement, shall vest irrevocably, and the Deferral Period shall terminate, upon the later of (x) one year following the Date of Grant and (y) the Director’s separation from service with the Board; provided, however, that if the Director’s separation from service with the Board occurs on or before June 30th in full on the third anniversary same calendar year as the Date of Grant, then one-half of the Award Date, provided Deferred Shares will be forfeited and Director shall only be entitled to receive the Participant is in Employment on such anniversary. (b) Restricted Stock Units subject to this Award shall vest, irrespective remaining one-half of the provisions set forth Deferred Shares upon vesting. Notwithstanding the foregoing, (i) in subparagraph the event the nonemployee Director has become an employee of the Company after the date of this Agreement (abut is not a “key employee” as defined below), the Deferred Shares shall not be issued until the later of (x) aboveone year following the Date of Grant, provided (y) the date of the Director’s separation from service with the Board and (z) the date of the Director’s separation from service as an employee of the Company; and (ii) in the event that the Participant has been in continuous Employment Director is a key employee, as defined under Internal Revenue Code (“Code”) § 416(i), as of the date of the Director’s separation from service with the Award Date until Board, the December 15th Director’s rights to receive the Deferred Shares, as well as any OMNOVA common stock accumulated pursuant to the dividend reinvestment feature under paragraph 3 of this Agreement, shall vest irrevocably upon the date that is 6 months following the later of (iA) the Award DateDirector’s separation from service with the Board, and or (iiB) his attainment the Director’s separation from service with the Company as an employee (as determined under paragraph 5 of Retirement Age, this Agreement); provided that in no event shall the following amounts provided Director’s rights to receive the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within Deferred Shares vest sooner than one year following the Award Date, on such December 15th, one-third Date of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vestedGrant. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or death. (d) For purposes of this Agreement:, and in accordance with Code § 409A, the Director’s “separation from service with the Board” shall occur upon the effective date of the Director’s termination of membership on the Board. For purposes of this Agreement, and in accordance with Code § 409A, the Director’s “separation from service with the Company as an employee” shall have the same meaning as “separation from service” as defined in Treas. Reg. § 1.409A-1(h)(1).

Vesting. (a) All Restricted Stock Units subject to this The 2009 Performance Award hereby granted shall vest become vested in full on the third anniversary of the Award Date, provided the Participant is in Employment on such anniversaryanniversary date. (b) Restricted Stock Performance Units subject to this 2009 Performance Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the 2009 Performance Award shall be thereupon vested and an additional one-third of the 2009 Performance Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the 2009 Performance Award shall thereupon be vested and an additional one-third of the 2009 Performance Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire 2009 Performance Award shall thereupon be vested. (c) All Restricted Stock Performance Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this 2009 Performance Award shall vest in fullvest, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or death. (d) For purposes of this Agreement:

Vesting. Subject to Sections 5 and 6 below, the Restricted Shares shall vest, no longer be subject to Restrictions and become transferable pursuant to the terms of this Agreement and the Plan as follows (as summarized in Exhibit A attached hereto): (a) All One-third (1/3rd) of the Restricted Stock Units subject to this Award Shares shall vest in full on upon the third anniversary occurrence of the Award Date, provided the Participant is in Employment on such anniversary. (b) Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of both (i) the Award DateAwardee being an employee of the Company or an Affiliate as of March 15, 2016, and (ii) his attainment the Return on Equity (as defined below) equaling or exceeding the Performance Goal (as defined below) for the Company’s fiscal year ending December 31, 2015, as determined by the Committee; (b) One-third (1/3rd) of Retirement Age, in the following amounts provided Restricted Shares shall vest upon the Participant is in Employment on the applicable December 15th: occurrence of both (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third Awardee being an employee of the Award shall be thereupon vested Company or an Affiliate as of March 15, 2017, and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such the Return on Equity equaling or exceeding the Performance Goal for the Company’s fiscal year ending December 15th occurs between one and two years following 31, 2016, as determined by the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15thCommittee; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All One-third (1/3rd) of the Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award Shares shall vest in full, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: occurrence of both (i) the date that Awardee being an employee of the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change an Affiliate as of Control; or March 15, 2018, and (ii) the date that Return on Equity equaling or exceeding the ParticipantPerformance Goal for the Company’s aggregate value of total annual compensation (including salaryfiscal year ending December 31, bonuses, long and short-term incentives, deferred compensation and award of stock options2017, as well as all other benefits determined by the Committee. Notwithstanding the foregoing, in force on the date immediately prior to event that a Change of Control) is reduced to a value that is ninety-five percent (95%) Control occurs and the Awardee remains in continued employment with the Company or less of the value thereof on the date an Affiliate until at least immediately prior to the Change of Control, or all of the Participant’s scope then-unforfeited Restricted Shares shall automatically become fully vested, no longer subject to Restrictions and freely transferable, as of work responsibility is materially reduced from that existing on the date immediately prior to the of such Change of Control. To the extent that any of the above vesting requirements contained in Sections 4(a) – 4(c) are not satisfied as of a particular vesting date, or the Participant is requested Restricted Shares subject to relocate more than 25 miles from his place vesting on such vesting date shall immediately be forfeited as of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or death. (d) such date. For purposes of this Agreement:

Vesting. Subject to paragraph 4 and 5 below, Participant's interest in the shares of Restricted Stock shall be transferable and nonforfeitable (“Vested”) as follows: (a) All Thirty three and one third percent (33 1/3%) of the shares of Restricted Stock Units subject to this shall become Vested as of the first anniversary of the Award Date, an additional thirty three and one third percent (33 1/3%) of the shares of Restricted Stock shall vest in full on become Vested as of the second anniversary of the Award Date, and the remaining thirty three and one third percent (33 1/3%) of the shares of Restricted Stock shall become Vested as of the third anniversary of the Award Date, provided Date in each case so long as the Participant is in Employment on such anniversaryemployed by the Company as the interim Chief Executive Officer or the Chief Executive Officer; provided, for the avoidance of doubt, that if any of the shares of Restricted Stock become Vested pursuant to Paragraph 3(b) hereof, then this Paragraph 3(a) shall have no effect and none of the shares of Restricted Stock shall become Vested pursuant to this Paragraph 3(a). (b) Restricted Stock Units subject to this Award shall vestIf, irrespective before the first anniversary of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until and pursuant to the terms of the Offer Letter dated December 15th following 18, 2012, from the later of Company to the Participant, either (i) the Award Date, and (ii) his attainment of Retirement Age, in Participant's service as the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third interim Chief Executive Officer of the Award Company shall be thereupon vested and an additional one-third have been automatically suspended as a result of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Datea person, on such December 15thother than Participant, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection commencing employment with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company as the permanent Chief Executive Officer or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the Participant shall have resigned from his service as interim Chief Executive Officer of the Company in sole, direct connection with, and on or about the date that of, a person, other than Participant, commencing employment with the Participant’s aggregate value Company as the permanent Chief Executive Officer, then thirty three and one third percent (33 1/3%) of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award the shares of stock options, as well as all other benefits in force Restricted Stock shall become Vested on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less such other person's commencement of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment employment with the Company on as permanent Chief Executive Officer, and all remaining shares of Restricted Stock shall be forfeited in accordance with Paragraph 5 hereof; provided, for the date immediately prior avoidance of doubt, that if any of the shares of Restricted Stock become Vested pursuant to the Change of ControlParagraph 3(a) hereof, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or death. (d) For purposes of this Agreement:then this

Vesting. Initially, the entire Option (and the Shares issued upon the ------- exercise thereof) will be "Unvested" within the meaning of the Option Plan (and, with respect to the Shares, as provided in Section 2(a)(3) below); portions of the Option (and such Shares) will become "Vested" within the meaning of the Option Plan (and, with respect to the Shares, as provided in Section 2(a)(3) below) on the following schedule: (1) Twenty-five percent (25%) of the Shares subject to the Option (approximately 39,905 shares) shall become Vested as of the first anniversary of the Vesting Start Date. (2) The remaining seventy-five percent (75%) of the Shares subject to the Option shall become Vested monthly ratably (approximately 3,325 shares/month) on a cumulative basis over the 36 month period commencing on the first day of each calendar month following the first anniversary of the Vesting Start Date, subject to the condition that Optionee does not suffer a prior Cessation of Services (as defined below). (3) Notwithstanding that a portion of the Option is Unvested, Optionee may first exercise portions of the Option representing a specified number of Shares in two (2) installments, on and after the following dates, in cumulative fashion: (a) All Restricted Stock Units subject to this Award shall vest in full on the third anniversary as of the Award Grant Date, provided the Participant is in Employment on such anniversary. 79,809 Shares, and (b) Restricted Stock Units on and after January 1, 2000, the remaining 79,809 Shares, provided that if any portion of the Option is exercised before the same is Vested as provided above, then the Shares which represent the Unvested portion of the Option shall be deemed "Unvested Shares" and thus subject to this Award shall vest, irrespective of the provisions Repurchase Option set forth in subparagraph (aSection 2(b) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Datebelow, and such Unvested Shares shall become Vested Shares (iii.e., they will no longer be subject to such Repurchase Option) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions schedule set forth in subparagraphs (a1) or and (b2) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or death. (d) For purposes of this Agreement:Section 2(a), but subject to acceleration as provided in subparagraphs (1) and (2) of Section 2(b) below.

Vesting. (a) All Restricted Stock Units subject to this Award shall vest in full on the third anniversary of the Award Date, provided the Participant is in Employment Chairman on such anniversary. (b) Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment continuously served as Chairman from the Award Date until the applicable December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment serving as Chairman on the applicable December 15th: (i) if such on December 15th occurs within one year following the Award Date15, on such December 15th2011, one-third of the Award shall be thereupon vested and vested; (ii) on December 15, 2012, an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15thvested; and (iii) if such on December 15th occurs between two and three years following the Award Date15, on such December 15th2013, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment continuously served as Chairman since the Award Date: (i) upon the Participant ceasing to serve as Chairman pursuant to Section 4(a) of the Service Agreement; or (ii) if the Participant continues to serve as Chairman after August 15, 2011, upon the earliest Participant ceasing to occur of: serve as Chairman under any of the circumstances referred to in the immediately preceding clause (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, determined as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or deathif such cessation had occurred during Agreement Phase B). (d) For purposes of this Agreement:,

Vesting. (a) All Restricted Stock Units subject to this Award shall vest in full on the third anniversary of the Award DateFebruary 25, 2014, provided the Participant is in Employment Service on such anniversary. (b) Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in subparagraph Subparagraph (a) above, provided that the Participant has been in continuous Employment Service from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment Service on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs Subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment Service since the Award Date, upon the earliest to occur of: (i) the date that the Participant terminates employment with the Company and its Subsidiaries after the Company or any successor to the Company terminates the Participant’s Employment Service for any reason on or after a Change of Control; or; (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) as an employee of the Company or one of its subsidiaries is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility as an employee of the Company or one of its subsidiaries is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant as an employee of the Company or one of its subsidiaries is requested to relocate more than 25 miles from his place of Employment Service with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; (iii) a Change of Control if the Participant is then a Non-employee Director; or (iiiiv) the Participant’s termination of Employment Service by reason of Disability or death. (d) For purposes of this Agreement:

Vesting. The Restricted Shares shall vest as follows: (a) All no part of the Restricted Stock Units subject Shares shall be eligible to this Award become vested until the first anniversary of the Date of Xxxxx; (b) on the first anniversary of the Date of Xxxxx, thirty-three and one-third percent (33-1/3%) of the number of Restricted Shares granted hereby shall vest in full become vested; (c) on March 13, 2019, an additional thirty-three and one-third percent (33-1/3%) of the number of Restricted Shares granted hereby shall become vested; and (d) on March 13, 2020, all Restricted Shares that have not previously become vested shall become vested. If the Restricted Shares would become vested as to a fractional share, the number of Restricted Shares becoming vested shall be rounded down to the nearest whole share. Notwithstanding the foregoing, if, after the first anniversary of the Date of Grant, (I) Participant’s Service ends as a result of Participant’s death or Disability, then the above vesting schedule shall be adjusted such that the number of Restricted Shares vested immediately following such termination, including all previously vested Restricted Shares, shall be equal to (a) the total number of Restricted Shares granted hereunder multiplied by (b) the number of days elapsed between Date of Grant and the termination date, divided by (b) one thousand ninety-six (1,096) days; or (II) Participant’s Service is terminated by the Company without Cause or by Participant for Good Reason, then the above vesting schedule shall be adjusted such that the number of Restricted Shares vested immediately following such termination, including all previously vested Restricted Shares, shall be equal to (a) the total number of Restricted Shares granted hereunder multiplied by (b) (i) the number of days elapsed between Date of Grant and the termination date, plus (ii) ninety (90) days, divided by (c) one thousand ninety-six (1,096) days; by way of example, if Participant’s Service is terminated by the Company without Cause or by the Participant for Good reason on the date that is five hundred (500) days after Date of Grant, 53.83% of the (590/1096) of the Restricted Shares shall be vested, including any previously vested Restricted Shares which have been transferred by Participant. In the event of a Change of Control on or after the first anniversary of the Grant Date, but prior to (x) termination of Participant’s Service, and (y) the third anniversary of the Award Date of Grant, the Restricted Shares shall thereupon become vested as described in Section 13.2 of the Company’s Amended and Restated 2013 Stock Incentive Plan to be submitted by the Company for shareholder approval within thirty (30) days following the Grant Date, provided the terms of which are incorporated herein by reference. If Participant’s Service is terminated by the Company without Cause or by the Participant is in Employment on such anniversary. (b) Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs for Good Reason within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately 180 days prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) Control occurring on or less after the first anniversary of the value thereof on the date Grant Date, all Restricted Shares shall become vested immediately prior to consummation of such Change of Control. If Participant’s Service is terminated within 180 days after a Change of Control occurring on or after the first anniversary of the Grant Date, and Participant has been granted a substantially equivalent award of the Acquiror’s equity securities in substitution of any portion of the Restricted Shares (the “Substituted Shares”), the Acquiror shall be obligated to pay Participant an amount equal to the difference between the Change of Control proceeds Participant would have received had all of his Restricted Shares been vested immediately prior to such Change of Control, or and the Participant’s scope amount of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control proceeds actually received by Participant in exchange for his vested Restricted Shares as a result of such Change of Control, or provided that Participant forfeits all of the Participant is requested Substituted Shares issued to relocate more than 25 miles from his place of Employment with him by the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or deathAcquiror. (d) For purposes of this Agreement:

Vesting. (a) All Restricted Stock Units subject to this The 2012 Performance Award hereby granted shall vest become vested in full on the third anniversary of the Award Date, provided the Participant is in Employment Service on such anniversaryanniversary date. (b) Restricted Stock Performance Units subject to this 2012 Performance Award shall vest, irrespective of the provisions set forth in subparagraph Subparagraph (a) above, provided that the Participant has been in continuous Employment Service from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment Service on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the 2012 Performance Award shall be thereupon vested and an additional one-third of the 2012 Performance Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the 2012 Performance Award shall thereupon be vested and an additional one-third of the 2012 Performance Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the 2012 Performance Award Date, on such December 15th, the entire 2012 Performance Award shall thereupon be vested. (c) All Restricted Stock Performance Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this 2012 Performance Award shall vest in fullvest, irrespective of the provisions set forth in subparagraphs Subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment Service since the Award Date, upon the earliest to occur ofof the applicable of the following: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment employment with the Company and its Subsidiaries for any reason on or after a Change of Control; or; (ii) the date that the Participant’s employment with the Company and its Subsidiaries is terminated after the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) as an employee of the Company or one of its Subsidiaries is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility as an employee of the Company or one of its Subsidiaries is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant as an employee of the Company or one of its Subsidiaries is requested to relocate more than 25 miles from his place of Employment Service with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; (iii) a Change of Control if the Participant is then a Non-employee Director; or (iiiiv) the Participant’s termination of Employment Service by reason of Disability or death. (d) For purposes of this Agreement:

Vesting. The Restricted Shares shall vest as follows: (a) All no part of the Restricted Stock Units subject Shares shall be eligible to this Award become vested until the first anniversary of the Date of Xxxxx; (b) on the first anniversary of the Date of Xxxxx, thirty three and one-third percent (33-1/3%) of the number of Restricted Shares granted hereby shall vest in full become vested; (c) on March 9, 2019, an additional thirty three and one-third percent (33-1/3%) of the number of Restricted Shares granted hereby shall become vested; and (d) on March 9, 2020, all Restricted Shares that have not previously become vested shall become vested. If the Restricted Shares would become vested as to a fractional share, the number of Restricted Shares becoming vested shall be rounded down to the nearest whole share. Notwithstanding the foregoing, if, after the first anniversary of the Date of Grant, (I) Participant's Service ends as a result of Participant's death or Disability, then the above vesting schedule shall be adjusted such that the number of Restricted Shares vested immediately following such termination, including all previously vested Restricted Shares, shall be equal to (a) the total number of Restricted Shares granted hereunder multiplied by (b) the number of days elapsed between Date of Grant and the termination date, divided by (b) one thousand ninety-six (1,096) days; or (II) Participant's Service is terminated by the Company without Cause or by Participant for Good Reason, then the above vesting schedule shall be adjusted such that the number of Restricted Shares vested immediately following such termination, including all previously vested Restricted Shares, shall be equal to (a) the total number of Restricted Shares granted hereunder multiplied by (b) (i) the number of days elapsed between Date of Grant and the termination date, plus (ii) ninety (90) days, divided by (c) one thousand ninety-six (1,096) days; by way of example, if Participant's Service is terminated by the Company without Cause or by the Participant for Good reason on the date that is five hundred (500) days after Date of Grant, 53.83% of the (590/1096) of the Restricted Shares shall be vested, including any previously vested Restricted Shares which have been transferred by Participant. In the event of a Change of Control on or after the first anniversary of the Grant Date, but prior to (x) termination of Participant's Service, and (y) the third anniversary of the Award Date of Grant, the Restricted Shares shall thereupon become vested as described in Section 13.2 of the Company's Amended and Restated 2013 Stock Incentive Plan to be submitted by the Company for shareholder approval within thirty (30) days following the Grant Date, provided the terms of which are incorporated herein by reference. If Participant's Service is terminated by the Company without Cause or by the Participant is in Employment on such anniversary. (b) Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs for Good Reason within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately 180 days prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) Control occurring on or less after the first anniversary of the value thereof on the date Grant Date, all Restricted Shares shall become vested immediately prior to consummation of such Change of Control. If Participant's Service is terminated within 180 days after a Change of Control occurring on or after the first anniversary of the Grant Date, and Participant has been granted a substantially equivalent award of the Acquiror's equity securities in substitution of any portion of the Restricted Shares (the "Substituted Shares"), the Acquiror shall be obligated to pay Participant an amount equal to the difference between the Change of Control proceeds Participant would have received had all of his Restricted Shares been vested immediately prior to such Change of Control, or and the Participant’s scope amount of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control proceeds actually received by Participant in exchange for his vested Restricted Shares as a result of such Change of Control, or provided that Participant forfeits all of the Participant is requested Substituted Shares issued to relocate more than 25 miles from his place of Employment with him by the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or deathAcquiror. (d) For purposes of this Agreement:

Vesting. (a) All Subject to Section 4(b) hereof and the further provisions of this Agreement, a number of whole shares of Restricted Stock Units subject as close as possible to this Award shall vest in full on the third anniversary 25% of the Award Date, provided the Participant is in Employment on such anniversary. (b) Restricted Stock Units subject to this Award shall vest, irrespective total number of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shares granted hereunder shall vest on each of the two subsequent first four anniversaries of November 15, 20__ [insert year in which Effective Date occurs] (each such December 15th;date, a “Vesting Date”). (iib) if such December 15th occurs between one and two years following In the Award Date, on such December 15th, two-thirds event of the Award shall thereupon be vested and an additional one-third occurrence of a Change in Control, as defined in Section 3.8(a) of the Award shall vest Plan, as in effect on the subsequent anniversary date of such December 15th; and (iii) if such December 15th occurs between two and three years following occurrence, before all the Award Date, on such December 15thshares of Restricted Stock are vested, the entire Award Restricted Stock shall thereupon become vested in full on the date of such Change in Control. However, Participant agrees that such vesting shall be vestedwaived in the event that (x) such Change in Control is also a Change of Control of Genco Shipping & Trading Limited (“Genco”) pursuant to the Participant’s Employment Agreement with Genco dated as of September 21, 2007 (the “Genco Employment Agreement”) and (y) such Change in Control is not a Change in Control as described in clause (i)(B) or (ii)(B) of the definition provided in Section 3.8(a) of the Plan; provided that in the event that the Participant’s employment with Genco does not terminate within three months of such Change in Control other than as a result of the Participant’s death or disability, such vesting shall occur exactly three months after the Change in Control notwithstanding such waiver. For the avoidance of doubt, in the event of the occurrence of a Change in Control and of the circumstances in clauses (x) and (y) above, if the Participant’s employment with Genco does not terminate within three months of such Change in Control, the Restricted Stock shall become vested in full exactly three months after the Change in Control, and if the Participant’s employment with Genco terminates within three months of such Change in Control as a result of death or disability, then the Restricted Stock shall become vested in full in connection with such termination of employment with Genco. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of In the provisions set forth in subparagraphs (a) or (b) above, provided that event the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor is providing Service to the Company terminates pursuant to the Participant's Employment Agreement with the Company dated as of December 19, 2013 (the “Employment Agreement”) or is obligated to do so, and the Participant’s Service (as defined below) to the Company is terminated before all the shares of Restricted Stock are vested by the Company without cause (as defined in the Plan) or by the Participant for Good Reason (as defined in the Employment for any reason on or after a Change of Control; or (ii) Agreement), then the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits Restricted Stock shall become vested in force full on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or deathsuch termination. (d) For purposes In the event the Participant is not providing Service to the Company pursuant to the Employment Agreement and is not obligated to do so pursuant to the Employment Agreement, and the Participant’s Service with the Company and Genco is terminated before all the shares of this Restricted Stock are vested by the Company without cause (as defined in the Plan) or by the Participant for Good Reason (as defined in the Employment Agreement:), the Restricted Stock shall become vested in full on the date of such termination.

Vesting. (a) All Restricted Stock Units subject to this This Award shall vest in full one-third increments on the third anniversary each of the Award Datefirst, second and third anniversaries of Grant Date set forth above, provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below) prior to the third anniversary of Grant Date, the Participant shall immediately vest in Employment a portion of the Award equal to the number of Award Shares outstanding times a fraction, the numerator of which is the number of days of active service elapsed since the immediately preceding anniversary of Grant Date or, if the first anniversary of Grant Date has not lapsed, the Grant Date, and the denominator of which is: (i) 1,095 if the termination is prior to the first anniversary of Grant Date; (ii) 730 if the termination is between the first and second anniversaries of Grant Date; or (iii) 365 if the termination is after the second anniversary of Grant Date. A Participant is a “Good Leaver” on such anniversary.account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below); and (b) Restricted Stock Units subject to this Award shall vest, irrespective In the event a member of the provisions set forth in subparagraph Premier Group (aor a successor) above, provided that terminates the Participant’s employment Without Cause or the Participant has been terminates his employment for Good Reason (as defined in continuous Employment from Section 14 below) within the Award Date until the December 15th following the later of twelve-month period commencing upon a Change in Control (i) the Award Date, and (ii) his attainment of Retirement Age, as defined in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15thPlan), the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, irrespective however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the provisions set forth in subparagraphs (a) or (b) above, provided that applicable record date. Dividend equivalents shall be subject to the Participant has been in continuous Employment since same terms and conditions as the Award DateShares, upon and shall vest (or, if applicable, be forfeited) at the earliest same time as the Award Shares. Notwithstanding the foregoing, vesting of Award Shares (and any dividend equivalents) shall be prohibited to occur of: (i) the date that extent it would violate applicable law. Further, notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any successor to the Company terminates the Participant’s Employment for any reason on Shares or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or deathAward Shares. (d) For purposes of this Agreement:

Vesting. (a) All Restricted Stock Units The Tranche 1 Option shall vest (the “Tranche 1 Vesting Date”) with respect to one hundred percent (100%) of the Shares subject to this Award the Tranche 1 Option upon Xxxx (as defined below) receiving cash proceeds in return on its Invested Capital (whether such cash derives from interest payments, debt repayment, dividends, distributions, sale of equity or otherwise) in the Company and its subsidiaries which cash proceeds equal no less than one times its Invested Capital (as defined below) plus a four percent (4%) annual return on such Invested Capital, compounded annually (the “Tranche 1 Return”) and subject to the Participant's continued employment in good standing with the Company on the Tranche 1 Vesting Date. Notwithstanding the foregoing and the failure of Xxxx to have achieved the Tranche 1 Return, the Tranche 1 Option shall vest in full with respect to ten percent (10%) of the Tranche 1 Option on the first anniversary of the Grant Date and with respect to 2.5% of the Tranche 1 Option at the end of each of the next eight quarters thereafter through the third anniversary of the Award DateGrant Date (for an aggregate of 30% of the Tranche 1 Options), provided subject to the Participant is Participant's continued employment in Employment good standing with the Company on each such anniversaryvesting date. (b) Restricted Stock Units The Tranche 2 Option shall vest (the “Tranche 2 Vesting Date”) with respect to one hundred percent (100%) of the Shares subject to this Award shall vestthe Tranche 2 Option upon Xxxx receiving cash proceeds in return on its Invested Capital (whether such cash derives from interest payments, irrespective debt repayment, dividends, distributions, sale of the provisions set forth in subparagraph (aequity or otherwise) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided Company and its subsidiaries which cash proceeds equal no less than two times its Invested Capital plus a four percent (4%) annual return on such Invested Capital, compounded annually and subject to the Participant is Participant's continued employment in Employment good standing with the Company on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Tranche 2 Vesting Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units The Tranche 3 Option shall vest (and any substitute security and cash component distributed in connection the “Tranche 3 Vesting Date”) with a Change respect to one hundred percent (100%) of Control) the Shares subject to this Award shall vest the Tranche 3 Option upon Xxxx receiving cash proceeds in fullreturn on its Invested Capital (whether such cash derives from interest payments, irrespective debt repayment, dividends, distributions, sale of the provisions set forth equity or otherwise) in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor and its subsidiaries which cash proceeds equal no less than three times its Invested Capital plus a four percent (4%) annual return on such Invested Capital, compounded annually and subject to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits 's continued employment in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment good standing with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or deathTranche 3 Vesting Date. (d) For purposes The Tranche 4 Option shall vest (the “Tranche 4 Vesting Date”) with respect to one hundred percent (100%) of this Agreement:the Shares subject to the Tranche 4 Option upon Xxxx receiving cash proceeds in return on its Invested Capital (whether such cash derives from interest payments, debt repayment, dividends, distributions, sale of equity or otherwise) in the Company and its subsidiaries which cash proceeds equal no less than four times its Invested Capital plus a four percent (4%) annual return on such Invested Capital, compounded annually and subject to the Participant's continued employment in good standing with the Company on the Tranche 4 Vesting Date. (e) At any time, the portion of the Option, which has become vested and exercisable as described above, is hereinafter referred to as the "Vested Portion". (f) If the Participant's employment with the Company is terminated for any reason, the Option shall, to the extent not then vested, be canceled by the Company without consideration and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a).

Vesting. (a) All Restricted Stock Units subject to this The 2010 Performance Award hereby granted shall vest become vested in full on the third anniversary of the Award Date, provided the Participant is in Employment Service on such anniversaryanniversary date. (b) Restricted Stock Performance Units subject to this 2010 Performance Award shall vest, irrespective of the provisions set forth in subparagraph Subparagraph (a) above, provided that the Participant has been in continuous Employment Service from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment Service on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the 2010 Performance Award shall be thereupon vested and an additional one-third of the 2010 Performance Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the 2010 Performance Award shall thereupon be vested and an additional one-third of the 2010 Performance Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire 2010 Performance Award shall thereupon be vested. (c) All Restricted Stock Performance Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this 2010 Performance Award shall vest in fullvest, irrespective of the provisions set forth in subparagraphs Subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment Service since the Award Date, upon the earliest to occur ofof the applicable of the following: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment employment with the Company and its Subsidiaries for any reason on or after a Change of Control; or; (ii) the date that the Participant’s employment with the Company and its Subsidiaries is terminated after the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) as an employee of the Company or one of its Subsidiaries is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility as an employee of the Company or one of its Subsidiaries is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant as an employee of the Company or one of its Subsidiaries is requested to relocate more than 25 miles from his place of Employment Service with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; (iii) a Change of Control if the Participant is then a Nonemployee Director; or (iiiiv) the Participant’s termination of Employment Service by reason of Disability or death. (d) For purposes of this Agreement:

Vesting. (a) All Restricted Stock Units subject Subject to this Award the acceleration provisions set forth in that certain Employment Agreement, dated August 22, 2006, between the Company and the Participant (the “Employment Agreement”), the Shares shall vest and become free from the forfeiture provisions in full Section 2(d) hereof and become free from the transfer restrictions in Section 3 hereof on the third anniversary date that the Company’s Board of Directors certifies that the Company (or any of the Award DateCompany’s partners or collaborators) has commercially launched M-Enoxaparin in the United States, provided that (A) such commercial launch shall have occurred prior to January [ ], 2011 and (B) the Participant is in Employment employed by the Company on the date of such anniversarycertification by the Company’s Board of Directors. (b) Restricted Stock Units subject Subject to this Award shall vest, irrespective of the vesting provisions set forth in subparagraph (aSection 2(a) above, provided that hereof and the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the acceleration provisions set forth in subparagraphs (athe Employment Agreement, the Shares shall vest and become free from the forfeiture provisions in Section 2(d) or (b) abovehereof and become free from the transfer restrictions in Section 3 hereof on January [ ], 2011, provided that (A) the Participant has been is employed by the Company on January [ ], 2011 and (B) the Company’s Board of Directors certifies that any one of the three events set forth in continuous Employment since the Award DateSection 2(b)(i), upon the earliest 2(b)(ii) or 2(b)(iii) hereof shall have occurred prior to occur ofJanuary [ ], 2011: (i) the date that Company has consummated a public offering of shares of its Common Stock pursuant to a registration statement filed with the Company or any successor Securities and Exchange Commissions with gross proceeds to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; ortotaling at least $40.0 million; (ii) the date that Company has executed a collaboration agreement with an unaffiliated third party partner (and has fulfilled the Participant’s aggregate value conditions to closing set forth in such agreement or related agreement(s), including, HSR and other approvals), the terms of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award which shall include an irrevocable commitment from such third party to provide cash payments of stock options, as well as all other benefits in force on at least $40.0 million to the Company within four years of the date immediately prior to of execution of such collaboration agreement, provided that such unaffiliated third party partner shall not include any party (x) with which the Company has an executed agreement or (y) with which the Company has actively negotiated a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately collaboration, in each case prior to the Change date of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of ControlAgreement; or (iii) the Participantclosing price of the Company’s termination Common Stock on the Nasdaq Global Market has equaled or exceeded $25.00 over a period of 20 consecutive trading days (such price to be adjusted in the event of a stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event). Notwithstanding the provisions of Section 2(a) and Section 2(b) above and subject to the acceleration provisions set forth in the Employment Agreement, if at any time during the four year-period ending on January [ ], 2011 the Company’s Board of Directors elects to abandon the M-Enoxaparin program and no longer pursue the commercialization of M-Enoxaparin either for strategic reasons or as a result of adverse events in the regulatory process, the Shares shall vest and become free from the forfeiture provisions in Section 2(d) hereof and become free from the transfer restrictions in Section 3 hereof on the date that the Company’s Board of Directors certifies that any one of the three events set forth in Section 2(b)(i), 2(b)(ii) or 2(b)(iii) hereof shall have occurred, provided that the Participant is employed by reason the Company on the date of Disability the certification by the Company’s Board of Directors of the applicable vesting event. (c) Subject to the acceleration provisions set forth in the Employment Agreement, in the event the Shares do not vest in accordance with the conditions set forth in Section 2(a) or deathSection 2(b) before January [ ], 2011, the Shares shall vest and become free from the forfeiture provisions in Section 2(d) hereof and become free from the transfer restrictions in Section 3 hereof if (A) the Participant is employed by the Company and (B) the Company’s Board of Directors certifies that (x) the Company (or any of the Company’s partners or collaborators) has commercially launched M-Enoxaparin in the United States or (y) any one of the three events set forth in Section 2(b)(i), 2(b)(ii) or 2(b)(iii) hereof shall have occurred, in each case on or after January [ ], 2011 but prior to January [ ], 2013. (d) In the event that (i) the Participant ceases to be employed by the Company prior to the date that the Shares vest under Section 2(a), Section 2(b) or Section 2(c) hereof, for any reason or no reason, with or without cause, or (ii) the Shares do not vest in accordance with Section 2(a), Section 2(b) or Section 2(c) hereof, then such Shares shall be forfeited immediately and automatically to the Company for no consideration effective as of either the date of termination of employment or January [ ], 2013, whichever is earlier and the Participant shall have no further rights with respect to such Shares. (e) For purposes of this Agreement:, employment with the Company shall include employment with a parent or subsidiary of the Company, or any successor to the Company, subject to the terms and provisions of the Employment Agreement.

Vesting. (a) All Restricted Stock Units subject Subject to the terms and conditions of this Agreement, including the clawback and forfeiture provisions under Section 6 and Section 10 below, the Earned PSUs (as defined below), if any, shall vest, and the restrictions with respect to the PSUs shall lapse, on the dates and in the amounts set forth in this Agreement if you remain continuously employed by the Company or an Affiliate until the date you become vested in accordance with the terms and conditions of this Agreement. (b) The number of PSUs that shall become earned, if any (the “Earned PSUs”), following the end of the period commencing on [_______] (the “Commencement Date”) and ending on [_________] (the “Performance Period”) shall be determined by multiplying the PSUs by the Earned Percentage, calculated as set forth in Exhibit A to this Award Agreement, and may range from [zero to one hundred fifty percent (150%) of the PSUs]. (c) The Earned PSUs, if any, shall vest in full as follows: (i) fifty percent (50%) shall vest on the third anniversary of the Award Date, provided the Participant is in Employment on such anniversary. (b) Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Grant Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: fifty percent (i50%) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent fourth anniversary of such December 15th; and the Grant Date (iii) the “End Date”). [Alternative: The Earned PSUs, if such December 15th occurs between two and three years following the Award Dateany, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this Award shall vest in full, irrespective of the provisions set forth in subparagraphs one hundred (a100%) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or death[insert: applicable date].] (d) For purposes The calculations under this Section 3 shall be made by the Committee following the end of the Performance Period and any vesting resulting from such calculations shall be effective as of the applicable vesting date. Any PSUs that do not vest on a vesting date pursuant to the terms of Section 3 or 4 shall be immediately and irrevocably forfeited, including the right to receive cash payments and other distributions pursuant to Sections 7(b) and (c) hereof, as of such vesting date. (e) The Committee administering the Plan shall have the authority to make any determinations regarding questions arising from the application of the provisions of this Agreement:Section 3, which determination shall be final, conclusive and binding on you and the Company.

Vesting. (a) All Restricted Stock Units subject to this The 2007 Performance Award hereby granted shall vest become vested in full on the third anniversary of the Award Date, provided the Participant is in Employment on such anniversaryanniversary date. (b) Restricted Stock Performance Units subject to this 2007 Performance Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the 2007 Performance Award shall be thereupon vested and an additional one-third of the 2007 Performance Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the 2007 Performance Award shall thereupon be vested and an additional one-third of the 2007 Performance Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire 2007 Performance Award shall thereupon be vested. (c) All Restricted Stock Performance Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this 2007 Performance Award shall vest in fullvest, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or death. (d) For purposes of this Agreement:

Vesting. (a) All Restricted Stock Units subject to this The 2009 Performance Award hereby granted shall vest become vested in full on the third anniversary of the Award Date, provided the Participant is in Employment Chairman on such anniversaryanniversary date. (b) Restricted Stock Performance Units subject to this 2009 Performance Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment continuously served as Chairman from the Award Date until the applicable December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment serving as Chairman on the applicable December 15th: (i) if such on December 15th occurs within one year following the Award Date15, on such December 15th2009, one-third of the 2009 Performance Award shall be thereupon vested and vested; (ii) on December 15, 2010, an additional one-third of the 2009 Performance Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15thvested; and (iii) if such on December 15th occurs between two and three years following the Award Date15, on such December 15th2011, the entire 2009 Performance Award shall thereupon be vested. (c) All Restricted Stock Performance Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this 2009 Performance Award shall vest in fullvest, irrespective of the provisions set forth in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment continuously served as Chairman since the Award Date: (i) upon the Participant ceasing to serve as Chairman pursuant to Section 4(a) of the Service Agreement; or (ii) if the Participant continues to serve as Chairman after August 15, 2011, upon the earliest Participant ceasing to occur of: serve as Chairman (A) under any of the circumstances referred to in the immediately preceding clause (i) the date that the Company (determined as if such cessation had occurred during Agreement Phase B), or (B) under any successor to the Company terminates the Participant’s Employment for any reason on or after a Change of Control; or (ii) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, circumstances or the Participant’s scope of work responsibility is materially reduced from events that existing on the date immediately prior to the Change of Control, or would constitute the Participant is requested refusing to relocate more than 25 miles from his place serve as Chairman if the provisions of Employment with Section 4(b) of the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination of Employment by reason of Disability or deathService Agreement were applicable. (d) For purposes of this Agreement:

Vesting. The RSUs will vest on the first trading day in April of the third year after the grant date (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter). Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) upon the occurrence of any of the following events: (a) All Restricted Stock Units subject to this Award shall vest in full on the third anniversary of the Award Date, provided the Participant is in Employment on such anniversary.Employee’s death; (b) Restricted Stock Units subject to this Award shall vest, irrespective of the provisions set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the Award shall be thereupon vested and an additional one-third of the Award shall vest on each of the two subsequent anniversaries of such December 15thEmployee's Disability; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the Award shall thereupon be vested and an additional one-third of the Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire Award shall thereupon be vested. (c) All Restricted Stock Units (and any substitute security and cash component distributed in connection with a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) subject age 62 and 5 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in fullControl, irrespective the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the provisions set forth effective date of the Change in subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment since the Award Date, upon the earliest to occur of: Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee's employment by the Company or any successor to for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company terminates the Participant’s Employment for any reason on or after a Change of Controloccurs; or (iie) the date that the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant is requested to relocate more than 25 miles from his place of Employment with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; or (iii) the Participant’s termination voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. All RSUs will be forfeited upon termination of the Employee's employment with the Employer before the Vesting Date for a reason of other than death, Disability or deathretirement from the Company upon or after attaining age 62 and 5 Years of Service. (d) For purposes of this Agreement:

Vesting. (a) All Restricted Stock Units subject to this The 2011 Performance Award hereby granted shall vest become vested in full on the third anniversary of the Award Date, provided the Participant is in Employment Service on such anniversaryanniversary date. (b) Restricted Stock Performance Units subject to this 2011 Performance Award shall vest, irrespective of the provisions set forth in subparagraph Subparagraph (a) above, provided that the Participant has been in continuous Employment Service from the Award Date until the December 15th following the later of (i) the Award Date, and (ii) his attainment of Retirement Age, in the following amounts provided the Participant is in Employment Service on the applicable December 15th: (i) if such December 15th occurs within one year following the Award Date, on such December 15th, one-third of the 2011 Performance Award shall be thereupon vested and an additional one-third of the 2011 Performance Award shall vest on each of the two subsequent anniversaries of such December 15th; (ii) if such December 15th occurs between one and two years following the Award Date, on such December 15th, two-thirds of the 2011 Performance Award shall thereupon be vested and an additional one-third of the 2011 Performance Award shall vest on the subsequent anniversary of such December 15th; and (iii) if such December 15th occurs between two and three years following the Award Date, on such December 15th, the entire 2011 Performance Award shall thereupon be vested. (c) All Restricted Stock Performance Units (and any substitute security and cash component distributed in connection with a Change of Control) subject to this 2011 Performance Award shall vest in fullvest, irrespective of the provisions set forth in subparagraphs Subparagraphs (a) or (b) above, provided that the Participant has been in continuous Employment Service since the Award Date, upon the earliest to occur ofof the applicable of the following: (i) the date that the Company or any successor to the Company terminates the Participant’s Employment employment with the Company and its Subsidiaries for any reason on or after a Change of Control; or; (ii) the date that the Participant’s employment with the Company and its Subsidiaries is terminated after the Participant’s aggregate value of total annual compensation (including salary, bonuses, long and short-term incentives, deferred compensation and award of stock options, as well as all other benefits in force on the date immediately prior to a Change of Control) as an employee of the Company or one of its Subsidiaries is reduced to a value that is ninety-five percent (95%) or less of the value thereof on the date immediately prior to the Change of Control, or the Participant’s scope of work responsibility as an employee of the Company or one of its Subsidiaries is materially reduced from that existing on the date immediately prior to the Change of Control, or the Participant as an employee of the Company or one of its Subsidiaries is requested to relocate more than 25 miles from his place of Employment Service with the Company on the date immediately prior to the Change of Control, in each case, on or after a Change of Control; (iii) a Change of Control if the Participant is then a Non-employee Director; or (iiiiv) the Participant’s termination of Employment Service by reason of Disability or death. (d) For purposes of this Agreement: