Common use of Restricted Stock Clause in Contracts

Restricted Stock. (a) Each grantee under any of the MII Legacy Equity Plans who will be a B&W Employee and who will hold, as of the Distribution Date, one or more MII RSAs that are unvested as of the Distribution Date (and will not become vested as of the Distribution Date) shall receive, on the last to occur of the Distribution Date and the Registration Statement Effectiveness Date, as a replacement award in substitution for each such MII RSA (which shall be cancelled), a number of restricted shares of B&W Common Stock (a “Replacement B&W RSA”) under the B&W New Equity Plan having a value immediately following the Distribution Date equal to the value of the MII RSA (calculated using the Pre-Distribution MII Share Price), as calculated pursuant to the following provisions. In each case, the number of shares of B&W Common Stock subject to the Replacement B&W RSA shall be equal to (x) divided by (y), where (x) is the Pre-Distribution MII Share Price multiplied by the number of shares of MII Common Stock subject to the MII RSA that is being cancelled and replaced pursuant to this Section 3.2(a), and (y) is the Post-Distribution B&W Share Price, with the resulting number of shares subject to the Replacement B&W RSAs being rounded up or down to the nearest whole share. B&W shall be responsible for (i) the satisfaction of all tax reporting and withholding requirements in respect of the delivery of shares of B&W Common Stock to B&W Employees and the vesting of Replacement B&W RSAs and (ii) remitting the appropriate tax or withholding amounts to the appropriate taxing authorities in respect of the delivery and vesting of all such restricted shares. Except as provided in the foregoing provisions of this Section 3.2(a), Replacement B&W RSAs shall be granted on terms which are in all material respects identical (including with respect to vesting) to the terms of the MII RSAs which they replace.

Restricted Stock. As soon as practicable following the Effective Date, you shall be issued Eight Hundred Ninety Eight Thousand, Nine Hundred Forty Five (a898,945) Each grantee under any shares of common stock of the MII Legacy Equity Plans who will be a B&W Employee and who will holdCompany (the “Initial Shares”), as more fully set forth in the Restricted Stock Award Agreement attached hereto as Schedule A-1 and incorporated herein by this reference (the “Award Agreement”); provided, however, that the issuance of such Initial Shares shall be subject to, and conditioned upon, your execution thereof and delivery to the Company as therein contemplated. In the event that, within twelve (12) months following the grant to you of the Distribution DateInitial Shares, one or more MII RSAs that are unvested as of the Distribution Date (and will not become vested as of Company shall consummate a transaction constituting a Change in Control, then the Distribution Date) Company shall receive, on the last pay to occur of the Distribution Date and the Registration Statement Effectiveness Date, as a replacement award in substitution for each such MII RSA (which shall be cancelled), a number of restricted shares of B&W Common Stock (a “Replacement B&W RSA”) under the B&W New Equity Plan having a value immediately following the Distribution Date you an amount equal to the value difference between (i) the amount of the MII RSA federal and state taxes (calculated using “Taxes”) for which you shall be liable to pay, in respect of the Pre-Distribution MII Share Pricenet proceeds received by you at the closing of the transaction constituting a Change in Control (the “Proceeds”) for such Initial Shares, and (ii) the amount of the Taxes that you would otherwise have paid, in connection with the receipt of the Proceeds (such amount, the “Tax Differential Payment”), as calculated pursuant had you owned such Initial Shares for at least twelve (12) months prior to the following provisionsconsummation of such transaction constituting a Change in Control . In each caseaddition thereto, the number Company shall pay to you the amount necessary to pay all additional taxes imposed on you as a result of shares your receipt of B&W Common Stock subject the Tax Differential Payment (the “Gross Up Payment” and, together with the Tax Differential Payment, the “Additional Payment”). With respect to the Replacement B&W RSA shall be equal to Additional Payment, (x) divided by (y), where (x) is the Pre-Distribution MII Share Price multiplied determination of such amounts shall be determined by the number of shares of MII Common Stock subject to the MII RSA that is being cancelled Company in its good faith judgment, in consultation with its independent auditors, which such determination shall be final and replaced pursuant to this Section 3.2(a), binding on you; and (y) is the Post-Distribution B&W Share Price, with the resulting number payment of shares subject to the Replacement B&W RSAs being rounded up or down to the nearest whole share. B&W such Additional Payment shall be responsible for (i) made, at the satisfaction of all tax reporting and withholding requirements in respect election of the delivery Company, either concurrently with, or as soon as practicable following, the Change in Control, but in no event later than ninety (90) days following the date of shares of B&W Common Stock to B&W Employees and the vesting of Replacement B&W RSAs and (ii) remitting the appropriate tax or withholding amounts to the appropriate taxing authorities such Change in respect of the delivery and vesting of all such restricted shares. Except as provided in the foregoing provisions of this Section 3.2(a), Replacement B&W RSAs shall be granted on terms which are in all material respects identical (including with respect to vesting) to the terms of the MII RSAs which they replaceControl.

Restricted Stock. (a) Each grantee under any of the MII Legacy Equity Plans who will be a B&W Employee and who will hold, as of the Distribution Date, one or more MII RSAs unvested CHK RSA (that are unvested as of the Distribution Date (and will not become vested as of the Distribution Date) under any of the CHK Legacy Equity Plans held by a SSE Employee as of the Distribution Date shall receive, on effective as of the last to occur of the Distribution Date and the Registration Statement Effectiveness Date, as a replacement award in substitution for each such MII CHK RSA (which shall be cancelled), ) for a number of restricted shares of B&W restricted SSE Common Stock under the SSE Equity Plan (each a “Replacement B&W SSE RSA”) under the B&W New Equity Plan having a value immediately following (calculated using the Distribution Date SSE Share Price) equal to the value of the MII restricted CHK common stock subject to the CHK RSA (calculated using the Pre-Distribution MII CHK Share Price) and the value of the SSE Common Stock dividend (calculated using the SSE Share Price), as calculated pursuant to the following provisions. In each case, case the number of restricted shares of B&W SSE common stock under the Replacement SSE RSA shall be equal to the result of ((X) multiplied by (Y)) divided by (Z), where “X” is equal to the Pre-Distribution CHK Share Price, “Y” is equal to (A) plus (B), where “A” is equal to the result of (i) the number of restricted shares of CHK Common Stock subject to the Replacement B&W CHK RSA shall be equal to (x) divided by (y), where (x) is the Pre-Distribution MII Share Price multiplied by the number of shares of MII Common Stock subject to the MII RSA that is being cancelled and replaced pursuant to this Section 3.2(a), and multiplied by (yii) the Distribution Ratio multiplied by (iii) the SSE Share Price, the product of (i)-(iii) is then divided by the Post-Distribution B&W CHK Share Price and “B” is the number of restricted shares of CHK Common Stock subject to the CHK RSA being cancelled and replaced pursuant to this Section 3.2(a) and “Z” is the SSE Share Price, with the resulting number of shares subject to the Replacement B&W RSAs being rounded up or down to the nearest whole share. B&W SSE (or one or more of the SSE Subsidiaries, as designated by SSE) shall be responsible for (i) the satisfaction of all tax reporting and withholding requirements in respect of the delivery of shares of B&W Common Stock to B&W Employees and the vesting of Replacement B&W SSE RSAs and (ii) responsible for remitting the appropriate tax or withholding amounts to the appropriate taxing authorities in respect of the delivery distribution and vesting of all such restricted shares. Except as provided in the foregoing provisions of this Section 3.2(a), each Replacement B&W RSAs SSE RSA shall be granted on retain terms which are in all material respects identical (including with respect to vesting) to the terms of the MII original award of the corresponding CHK RSAs which they replacethat was replaced by the Replacement SSE RSAs.

Restricted Stock. (a) Each grantee under any of As additional consideration for entering into this Agreement, following Employee’s employment by the MII Legacy Equity Plans who will be a B&W Employee and who will hold, as of Bank and/or the Distribution Company on the Closing Date, one or more MII RSAs that are unvested as of the Distribution Date (and will not become vested as of the Distribution Date) shall receive, on the last to occur of the Distribution Date and the Registration Statement Effectiveness Date, as a replacement award in substitution for each such MII RSA (which Employee shall be cancelled), a number of awarded restricted shares of B&W Common Stock (a “Replacement B&W RSA”) under the B&W New Equity Plan having a value immediately following the Distribution Date equal Company’s common stock pursuant to the Company’s Restricted Stock Award Program. The value of the MII RSA restricted shares awarded to Employee (calculated using based on the Pre-Distribution MII Share Price), as calculated pursuant to publicly traded price of the following provisions. In each case, Company’s common stock at the number close of shares trading three (3) trading days before the Closing Date and irrespective of B&W Common Stock subject to the Replacement B&W RSA restrictions associated with such restricted shares) shall be equal three times (3x) Employee’s annual base salary as set forth in Section 2 above, to (x) divided by (y), where (x) is the Pre-Distribution MII Share Price multiplied by the number of shares of MII Common Stock subject to the MII RSA that is being cancelled and replaced pursuant to this Section 3.2(a), and (y) is the Post-Distribution B&W Share Price, with the resulting number of shares subject to the Replacement B&W RSAs being be rounded up or down to the nearest nearer whole shareshare amount. B&W The Parties further agree that the awarding of such restricted shares shall be responsible for (i) the satisfaction of all tax reporting and withholding requirements in respect of the delivery of shares of B&W Common Stock to B&W Employees and the vesting of Replacement B&W RSAs and (ii) remitting the appropriate tax or withholding amounts to the appropriate taxing authorities in respect of the delivery and vesting of all such restricted shares. Except as provided in the foregoing provisions of this Section 3.2(a), Replacement B&W RSAs shall be granted on terms which are in all material respects identical (including with respect to vesting) made pursuant to the terms of a Restricted Stock Award Agreement to be executed in a form attached as Exhibit A (the MII RSAs “Award Agreement”), with the Restriction Period as defined in the Award Agreement to begin on the Closing Date and end on the third anniversary of the Closing Date (the “Restriction Period”). In addition, if Employee experiences a Termination of Service (as defined in the Restricted Stock Award Program) before the end of the Restriction Period as a result of First Charter’s discontinuance of its Small Business Administration lending business or First Charter’s involuntary termination of Employee without “Cause” (as defined below), the Parties agree that First Charter shall pay Employee an amount equal to the cash value of Employee’s restricted shares based on the publicly traded price of the Company’s common stock as of the Termination of Service as if such shares had vested on a pro-rata basis through the effective date of such event (calculated using as the numerator the number of days from the beginning of the Restriction Period to the effective date of the Employee’s Termination of Service, and as the denominator the number of days from the beginning of the Restriction Period to the last day of the Restriction Period). Nothing in this Agreement or the Award Agreement shall in any way change Employee’s employment status with the Bank and/or the Company, which shall be at-will, nor are they replacea guarantee of or a contract for continued employment with the Bank and/or the Company, for a specific term or otherwise.

Restricted Stock. (a) Each grantee under any of As additional consideration for entering into this Agreement, following Employee’s employment by the MII Legacy Equity Plans who will be a B&W Employee and who will hold, as of Bank and/or the Distribution Company on the Closing Date, one or more MII RSAs that are unvested as of the Distribution Date (and will not become vested as of the Distribution Date) shall receive, on the last to occur of the Distribution Date and the Registration Statement Effectiveness Date, as a replacement award in substitution for each such MII RSA (which Employee shall be cancelled), a number of awarded restricted shares of B&W Common Stock (a “Replacement B&W RSA”) under the B&W New Equity Plan having a value immediately following the Distribution Date equal Company’s common stock pursuant to the Company’s Restricted Stock Award Program. The value of the MII RSA restricted shares awarded to Employee (calculated using based on the Pre-Distribution MII Share Price), as calculated pursuant to publicly traded price of the following provisions. In each case, Company’s common stock at the number close of shares trading three (3) trading days before the Closing Date and irrespective of B&W Common Stock subject to the Replacement B&W RSA restrictions associated with such restricted shares) shall be equal three times (3x) Employee’s annual base salary as set forth in Section 2 above, to (x) divided by (y), where (x) is the Pre-Distribution MII Share Price multiplied by the number of shares of MII Common Stock subject to the MII RSA that is being cancelled and replaced pursuant to this Section 3.2(a), and (y) is the Post-Distribution B&W Share Price, with the resulting number of shares subject to the Replacement B&W RSAs being be rounded up or down to the nearest nearer whole shareshare amount. B&W The Parties further agree that the awarding of such restricted shares shall be responsible for (i) the satisfaction of all tax reporting and withholding requirements in respect of the delivery of shares of B&W Common Stock to B&W Employees and the vesting of Replacement B&W RSAs and (ii) remitting the appropriate tax or withholding amounts to the appropriate taxing authorities in respect of the delivery and vesting of all such restricted shares. Except as provided in the foregoing provisions of this Section 3.2(a), Replacement B&W RSAs shall be granted on terms which are in all material respects identical (including with respect to vesting) made pursuant to the terms of a Restricted Stock Award Agreement to be executed in a form attached as Exhibit A (the MII RSAs “Award Agreement”), with the Restriction Period as defined in the Award Agreement to begin on the Closing Date and end on the third anniversary of the Closing Date (the “Restriction Period”). In addition, if Employee experiences a Termination of Service (as defined in the Restricted Stock Award Program) before the end of the Restriction Period as a result of First Charter’s involuntary termination of Employee without “Cause” (as defined below), the Parties agree that First Charter shall pay Employee an amount equal to the cash value of Employee’s restricted shares based on the publicly traded price of the Company’s common stock as of the Termination of Service as if such shares had vested on a pro-rata basis through the effective date of such event (calculated using as the numerator the number of days from the beginning of the Restriction Period to the effective date of the Employee’s Termination of Service, and as the denominator the number of days from the beginning of the Restriction Period to the last day of the Restriction Period). However, nothing in this Agreement or the Award Agreement shall in any way change Employee’s employment status with the Bank and/or the Company, which shall be at-will, nor are they replacea guarantee of or a contract for continued employment with the Bank and/or the Company, for a specific term or otherwise.

Restricted Stock. (a) Each grantee under any Seller and each Shareholder hereby acknowledge and agree that all stock of the MII Legacy Equity Plans who Buyer issued under this Agreement, if any, to Seller or any Shareholder will not be a B&W Employee and who will holdregistered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state and, therefore, cannot be resold, assigned, encumbered or otherwise disposed of unless such shares are subsequently registered under the Securities Act and under the applicable state securities laws or an exemption from such registration is available. Seller and each Shareholder further acknowledge and agree that the certificate representing the shares of Purchaser Common Stock shall bear a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER AND COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, SUCH COMPLIANCE, AT THE OPTION OF THE COMPANY, TO BE EVIDENCED BY AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, IN A FORM AND SUBSTANCE ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT”; Asset Purchase Agreement 14 Buyer shall be under no obligation to remove any such legend unless and until Seller or Shareholder, as the case may be, deliver to Buyer a written legal opinion in form and substance acceptable to Buyer from counsel acceptable to the Buyer, to the effect that such legend may be removed. With a view to making available the benefits of certain rules and regulations of the Distribution Date, one or more MII RSAs that are unvested as Securities and Exchange Commission which may at any time permit the sale of the Distribution Date (and will not become vested as of the Distribution Date) shall receive, on the last to occur of the Distribution Date and the Registration Statement Effectiveness Date, as a replacement award in substitution for each such MII RSA (which shall be cancelled), a number of restricted shares of B&W Purchaser Common Stock (a “Replacement B&W RSA”) without registration pursuant to Rule 144 under the B&W New Equity Plan having a value immediately following the Distribution Date equal Securities Act, Buyer hereby agrees to the value of the MII RSA (calculated using the Pre-Distribution MII Share Price), as calculated pursuant use reasonable commercial efforts to the following provisions. In each case, the number of shares of B&W Common Stock subject to the Replacement B&W RSA shall be equal to (x) divided by (y), where (x) is the Pre-Distribution MII Share Price multiplied by the number of shares of MII Common Stock subject to the MII RSA that is being cancelled and replaced pursuant to this Section 3.2(a), and (y) is the Post-Distribution B&W Share Price, with the resulting number of shares subject to the Replacement B&W RSAs being rounded up or down to the nearest whole share. B&W shall be responsible for (i) file with the satisfaction of Securities and Exchange Commission in a timely manner all tax reporting reports and withholding requirements in respect other documents required of the delivery of shares of B&W Common Stock to B&W Employees Buyer under the Securities Act and the vesting Exchange Act of Replacement B&W RSAs and 1934, as amended (ii) remitting to cooperate with Seller or Shareholder, as the appropriate tax case may be, to provide such information regarding the Buyer that is necessary for such opinion to be delivered and (iii) to remove such restrictive legend promptly upon Seller’s or withholding amounts to Shareholders’ request, as the appropriate taxing authorities in respect of case may be, upon compliance with the delivery and vesting of all such restricted shares. Except as provided in the foregoing provisions terms of this Section 3.2(a), Replacement B&W RSAs shall be granted on terms which are in all material respects identical (including with respect to vesting) to the terms of the MII RSAs which they replace2.26.

Restricted Stock. (ai) Each grantee Effective on the Execution Date, the Company shall grant to Executive, under any an equity compensation plan of the MII Legacy Equity Plans who will be a B&W Employee Company, sixty-nine thousand three hundred and who will hold, as three (69,333) shares of the Distribution Date, one or more MII RSAs that are unvested as Company’s restricted stock. Half of the Distribution Date (and will not become vested as shares of the Distribution Date) Company’s restricted stock so granted to Executive shall receivevest on December 31, on 2012 if either Executive is then employed hereunder by the last to occur Company (the shares of the Distribution Date and Company’s restricted stock that would so vest if Executive is employed hereunder by the Registration Statement Effectiveness DateCompany on December 31, 2012 are hereinafter referred to as a replacement award in substitution for each such MII RSA (which shall be cancelled), a number of restricted shares of B&W Common Stock (a the “Replacement B&W RSAFirst Tranche Shares”) under the B&W New Equity Plan having a value immediately following the Distribution Date equal to the value of the MII RSA (calculated using the Pre-Distribution MII Share Price), as calculated or such shares otherwise vest pursuant to the following provisions. In each caseterms of this Agreement, and the number remaining half of those shares of B&W Common Stock subject the Company’s restricted stock so granted to Executive shall vest on December 31, 2014 if either Executive is then employed hereunder by the Company (the shares of the Company’s restricted stock that would so vest if Executive is employed hereunder by the Company on December 31, 2014 are hereinafter referred to as the “Second Tranche Shares” and the First Tranche Shares and Second Tranche Shares are hereinafter referred to collectively as the “Non-Contingent Shares”) or such shares otherwise vest pursuant to the Replacement B&W RSA terms of this Agreement. Executive shall not be equal entitled to (x) divided by (y), where (x) is the Pre-Distribution MII Share Price multiplied by the number of receive on or with respect to any shares of MII Common Stock subject to the MII RSA that is being cancelled Company’s restricted stock granted and replaced issued pursuant to this Section 3.2(a)5(c)(i) any regular quarterly cash dividends that are declared by the Board and payable or distributable to the Company’s stockholders of record prior to the Effective Date or to vote any of such shares prior to the Effective Date, but (notwithstanding that such shares of the Company’s restricted stock have not vested) Executive shall be entitled to receive with respect to such shares (a) any special or extraordinary dividend or distribution (including, without limitation, any securities issued or distributed to the Company’s stockholders of record on or after the Execution Date in connection with any stock split, recapitalization, stock exchange, merger, combination or other reorganization or similar transaction) to the Company’s stockholders of record on or after the Execution Date and through the last day of the Employment Period and, if such shares of the Company’s restricted stock have become vested, thereafter and (yb) is the Post-Distribution B&W Share Price, with the resulting number of shares subject any regular quarterly cash dividends to the Replacement B&W RSAs being rounded up Company’s stockholders of record on or down to after the nearest whole share. B&W shall be responsible for (i) Effective Date and through the satisfaction of all tax reporting and withholding requirements in respect last day of the delivery Employment Period and, if such shares of the Company’s restricted stock have become vested, thereafter. The grant of shares of B&W Common Stock the Company’s restricted stock made by the Company pursuant to B&W Employees and the vesting of Replacement B&W RSAs and (ii) remitting the appropriate tax or withholding amounts to the appropriate taxing authorities in respect of the delivery and vesting of all such restricted shares. Except as provided in the foregoing provisions of this Section 3.2(a), Replacement B&W RSAs shall be granted on terms which are in all material respects identical (including with respect 5(c)(i) is hereinafter referred to vesting) to as the terms of the MII RSAs which they replace“Non-Contingent Grant.”

Restricted Stock. As an inducement to employment, the Executive shall receive the following grants of stock: a grant of Twenty Five Thousand Five Hundred (a25,500) Each grantee under any shares of the MII Legacy Equity Plans who will be a B&W Employee and who will holdcommon stock (Stock Award), as of the Distribution Date, one or more MII RSAs that are unvested as of the Distribution Date (and will not become fully vested as of the Distribution DateEffective Date and a grant of Eighty Thousand (80,000) shall receive, on shares of restricted stock for equity interests foregone by the last Executive (Restricted Stock Award). The Executive agrees to occur make arrangements satisfactory to the Corporation to comply with any income tax withholding requirements that apply upon the grant of the Distribution Date and Stock Award. The Executive will be entitled to elect to satisfy his tax withholding obligation by the Registration Statement Effectiveness Datewithholding by the Corporation, as a replacement award in substitution for each such MII RSA (which shall be cancelled)at the appropriate time, a number of restricted shares of B&W Common Stock (a “Replacement B&W RSA”) under the B&W New Equity Plan having a value immediately following the Distribution Date equal to the value of the MII RSA (calculated using the Pre-Distribution MII Share Price), as calculated pursuant to the following provisions. In each case, the number of shares of B&W the Corporation's Common Stock from the Stock Award in a number sufficient, based upon the fair market value (as defined below) of such Common Stock on the Effective Date or by tendering shares already owned by the Executive for at least six months to satisfy such tax withholding requirements. For purposes of this Agreement, "fair market value" means, as of any given date, the closing price of the Corporation's Common Stock on such date as quoted in the NYSE Composite Transactions Report in The Wall Street Journal. If there were no sales reported as of a particular date, fair market value will be computed as of the last date preceding such date on which a sale was reported. Such Restricted Stock Award shall be subject to restrictions which shall provide that the Replacement B&W RSA Executive shall be equal to not transfer such shares during the restriction period and shall forfeit such shares if during the restriction period he is discharged by Employer for Cause (xas hereinafter defined in Section 3(b)) divided by or resigns from employment with Employer without Good Reason (yas hereinafter defined in Section 3(c), where (x) is the Pre-Distribution MII Share Price multiplied by the number of shares of MII Common Stock subject to the MII RSA that is being cancelled and replaced pursuant to this Section 3.2(a), and (y) is the Post-Distribution B&W Share Price, with the resulting number of shares subject to the Replacement B&W RSAs being rounded up or down to the nearest whole share. B&W shall be responsible for (i) the satisfaction of all tax reporting and withholding requirements in respect of the delivery of shares of B&W Common Stock to B&W Employees and the vesting of Replacement B&W RSAs and (ii) remitting the appropriate tax or withholding amounts to the appropriate taxing authorities in respect of the delivery and vesting of all such restricted shares. Except as provided otherwise set forth in the foregoing provisions of this Section 3.2(a), Replacement B&W RSAs Restricted Stock Agreement. The restriction period shall be granted on terms which are in all material respects identical (including lapse with respect to vestingthe Restricted Stock Award in three (3) equal annual installments on each of the first through third anniversaries of the Effective Date. The Executive shall be entitled to receive any dividends or other distributions payable with respect to such shares of restricted stock beginning on the date of award of such shares. Such Restricted Stock Award shall be evidenced by a written restricted stock award agreement between Employer and the Executive substantially in the form annexed hereto. Prior to the terms Effective Date, the Employer shall file a registration statement on Form S-8 with regard to the inducement grants set forth herein and shall maintain the effectiveness of the MII RSAs which they replacesuch registration statement.

Restricted Stock. In addition to the foregoing, in consideration of your acceptance of employment with the Company and the services to be rendered by you pursuant to such employment, the Company shall issue to you a total of 200,000 shares of the Company’s common stock, par value $0.001 per share (athe “Restricted Shares”), subject to the following terms and conditions: • The Restricted Shares will vest over time based on your continuous employment with the Company, as follows: (i) Each grantee under 100,000 of the Restricted Shares shall fully vest upon the first anniversary of your acceptance of this letter; and (ii) 100,000 of the Restricted Shares shall fully vest upon the completion of a firm commitment underwritten registered public offering of the Company’s common stock by the Company. Until vested, any certificate or book entry equivalent issued in your name representing the Restricted Shares shall be escrowed with the Secretary of the Company subject to the removal of the restrictions placed thereon or forfeiture pursuant to the terms of this letter. Mr. X. Xxxxx Xxxxxxxx • The unvested Restricted Shares held by the Secretary of the Company pursuant to this letter shall constitute issued and outstanding shares of common stock of the Company for all corporate purposes, and you will have the right to receive all cash dividends payable on the Restricted Shares and to vote the Restricted Shares; provided, however, that such rights shall terminate with respect to any Restricted Shares forfeited pursuant to the terms of this letter. • Upon the vesting of any of the MII Legacy Equity Plans who will Restricted Shares, all restrictions shall be a B&W Employee removed, and who will holdthe Secretary of the Company shall deliver such vested Restricted Shares to you either in certificate form or book entry equivalent, free and clear of all restrictions, except for any applicable securities laws restrictions or restrictions pursuant to the Company’s Xxxxxxx Xxxxxxx Policy, as the same shall be approved by the Company’s Board of Directors. • Except as otherwise provided herein, Restricted Shares that do not vest pursuant to the terms of this letter shall be absolutely forfeited, and you will have no future interest therein of any kind whatsoever. If you voluntarily terminate your employment with the Company or if the Company terminates your employment for “cause” (meaning, for purposes of this letter, (i) any act or omission by you that constitutes gross negligence or willful misconduct; (ii) theft, dishonest acts or any breach of fiduciary duty that materially enriches you or materially damages the Company, or your conviction of a felony, (iii) the substantial and repeated material failure by you to observe Company work rules, policies or procedures; or (iv) any conduct by you that is materially detrimental to the operations, financial condition or reputation of the Distribution DateCompany) prior to all Restricted Shares vesting, one any unvested Restricted Shares shall be absolutely forfeited on the date of such termination. If your employment is terminated due to your death or more MII RSAs that are disability, or if the Company terminates your employment without “cause” as defined above, any unvested as Restricted Shares shall automatically vest on the date of such termination. • You may elect to pay the amount of taxes required by law upon the vesting of Restricted Shares: (i) in cash, (ii) by delivering to the Company shares of common stock of the Distribution Date (and will not become vested as of the Distribution Date) shall receive, Company having a fair market value on the last to occur date of the Distribution Date and the Registration Statement Effectiveness Date, as a replacement award in substitution for each such MII RSA (which shall be cancelled), a number of restricted shares of B&W Common Stock (a “Replacement B&W RSA”) under the B&W New Equity Plan having a value immediately following the Distribution Date payment equal to the value amount of such required withholding taxes, or (iii) by directing the MII RSA (calculated using Company to withhold from the Pre-Distribution MII Share Price), as calculated pursuant vested shares to be delivered to you on the following provisions. In each case, vesting date the number of shares having a fair market value on the date of B&W Common Stock subject vesting equal to the Replacement B&W RSA shall be equal to (x) divided amount of such required withholding taxes. You must provide the Company with notice of the method by (y), where (x) is which you will satisfy the Pre-Distribution MII Share Price multiplied by the number of shares of MII Common Stock subject tax obligation on or before 10 days prior to the MII RSA that vesting date of the Restricted Shares. • If you elect to make a Section 83(b) election with respect to the Restricted Shares, you agree to provide the Company with notice of such election at the same time the election is being cancelled filed with the Internal Revenue Service. You must also tender to the Company payment of the required withholding taxes associated with such election. In the event you make a Section 83(b) election without consulting with the Company as to the payment of required withholding taxes, the Company may withhold from other payments to you the amounts necessary to effect the required withholding. Mr. X. Xxxxx Xxxxxxxx • The Restricted Shares shall vest and replaced pursuant to this Section 3.2(abe issued only in compliance with the Securities Act of 1933, as amended (the “Act”), and (y) is any other applicable securities law, or pursuant to an exemption therefrom. The Company intends for the Post-Distribution B&W Share PriceRestricted Shares granted hereunder to be exempt from registration under the Act pursuant to Rule 701 promulgated thereunder. In connection with such issuance, with you acknowledge that you have received, a reasonable period of time before the resulting number of shares subject to the Replacement B&W RSAs being rounded up or down to the nearest whole share. B&W shall be responsible for (i) the satisfaction of all tax reporting and withholding requirements in respect of the delivery of shares of B&W Common Stock to B&W Employees and the vesting of Replacement B&W RSAs and (ii) remitting the appropriate tax or withholding amounts to the appropriate taxing authorities in respect of the delivery and vesting of all such restricted shares. Except as provided in the foregoing provisions of this Section 3.2(a), Replacement B&W RSAs shall be granted date on terms which are in all material respects identical (including with respect to vesting) to you accept the terms of this letter, information about the MII RSAs which they replacerisks associated with investment in the Restricted Shares and financial statements of the Company as of August 1, 2011. If deemed necessary by the Company to comply with the Act or any applicable laws or regulations relating to the sale of securities, at the time of vesting and as a condition imposed by the Company, you agree to execute an agreement providing customary representations and warranties to the effect that the Restricted Shares are being acquired for investment and not with any present intention to resell the same and without a view to distribution. Any stock certificate representing the Restricted Shares will be issued with a restricted securities legend.

Restricted Stock. (a) Each grantee under any As of the MII Legacy Equity Plans who will be a B&W Employee and who will holdEffective Time, as each outstanding award of MYR restricted stock ("MYR Restricted Stock") shall, by virtue of the Distribution Date, one or more MII RSAs that are unvested as Merger and without any action on the part of the Distribution Date (and will not become vested as holder thereof, entitle the holder thereof to receive in settlement of the Distribution Date) shall receivevested portion thereof a cash payment from MYR in an amount, on if any (the last to occur of the Distribution Date and the Registration Statement Effectiveness Date, as a replacement award in substitution for each such MII RSA (which shall be cancelled"Restricted Stock Cash-Out Amount"), a number of restricted shares of B&W Common Stock (a “Replacement B&W RSA”) under the B&W New Equity Plan having a value immediately following the Distribution Date equal to the value product of (i) the Merger Consideration and (ii) the total number of vested shares of MYR Restricted Stock to which the holder is entitled, upon the surrender of the MII RSA (calculated using certificates representing such shares of MYR Restricted Stock. With respect to any shares of MYR Restricted Stock that are not vested at the PreEffective Time, each holder thereof shall become entitled to receive on the date such shares of MYR Restricted Stock become vested a cash payment from MYR in an amount equal to the Restricted Stock Cash-Distribution MII Share Price)Out Amount, upon the surrender of the certificate representing such shares of MYR Restricted Stock. GPU agrees to make cash in an amount equal to the aggregate Restricted Stock Cash-Out Amount available to MYR as calculated required to enable MYR to honor its obligations under this Section 2.1.4. Notwithstanding the foregoing, if the approval of GPU's board of directors and any required regulatory approvals are obtained, within 20 business days after the Effective Time each holder of MYR Restricted Stock, whether or not vested, may elect in writing, in lieu of the cash settlement set forth in the first two sentences of this Section 2.1.4, to have all or any part of such outstanding MYR Restricted Stock converted into GPU Restricted Stock, subject to the same terms and conditions set forth in the plans and agreements pursuant to which the following provisions. In each caseMYR Restricted Stock was issued as in effect immediately prior to the Effective Time, except that the number of shares of B&W such GPU Restricted Stock shall be that number of whole shares of GPU Common Stock subject equal to the Replacement B&W RSA shall be equal to (x) divided by (y), where (x) is the Pre-Distribution MII Share Price multiplied by product of the number of shares of MII Common converted MYR Restricted Stock subject to the MII RSA that is being cancelled and replaced pursuant to this Section 3.2(a), and (y) is the Post-Distribution B&W Share Price, with the resulting number of shares subject to the Replacement B&W RSAs being rounded up or down to the nearest whole share. B&W shall be responsible for (i) the satisfaction of all tax reporting and withholding requirements in respect of the delivery of shares of B&W Common Stock to B&W Employees and the vesting of Replacement B&W RSAs and (ii) remitting the appropriate tax or withholding amounts to the appropriate taxing authorities in respect of the delivery and vesting of all such restricted shares. Except as provided in the foregoing provisions of this Section 3.2(a), Replacement B&W RSAs shall be granted on terms which are in all material respects identical (including with respect to vesting) to the terms of the MII RSAs which they replace.multiplied by the

Restricted Stock. The shares of LendingTree Common Stock delivered pursuant to Section 2(a)(i)(C) and (aD) Each grantee have not been registered under the Securities Act or any state securities laws and may not be sold, transferred, assigned, pledged, hypothecated or otherwise disposed of (collectively, "Transfer") unless (A) they are registered with the Commission or (B) (1) an exemption under federal and state securities laws is available, (2) Seller shall have delivered an opinion of counsel reasonably acceptable to Purchaser to such effect and (3) Purchaser shall have otherwise consented to such Transfer. Without limiting the foregoing, (A) Seller will not dissolve or liquidate or permit its board of directors to adopt resolutions relating to such a dissolution or liquidation within one year after the Closing Date and (B) Seller will not distribute the LendingTree Common Stock to be received by it hereunder to its, or any of the MII Legacy Equity Plans who will its Affiliates', stockholders without Purchaser's written consent. Purchaser's right to consent to any Transfer or distribution pursuant to this section (iv) shall not be a B&W Employee and who will hold, as unreasonably withheld. Such consent shall be given within three business days of delivery to Purchaser of the Distribution Daterequired opinion of counsel. Purchaser may withhold its consent only if it determines in good faith that such Transfer or distribution would violate applicable federal or state securities laws. If any such consent is withheld, one or more MII RSAs that are unvested as of Purchaser shall provide Seller in writing with the Distribution Date (and will not become vested as of the Distribution Date) substantive analysis supporting such determination to withhold consent. The certificates representing such shares shall receive, on the last to occur of the Distribution Date and the Registration Statement Effectiveness Date, as bear a replacement award in substitution for each such MII RSA (which shall be cancelled), a number of restricted shares of B&W Common Stock (a “Replacement B&W RSA”) under the B&W New Equity Plan having a value immediately following the Distribution Date equal to the value of the MII RSA (calculated using the Pre-Distribution MII Share Price), as calculated pursuant legend to the following provisions. In each caseeffect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, the number of shares of B&W Common Stock subject to the Replacement B&W RSA shall be equal to AS AMENDED (x) divided by (yTHE "ACT"), where (x) is the Pre-Distribution MII Share Price multiplied by the number of shares of MII Common Stock subject to the MII RSA that is being cancelled and replaced pursuant to this Section 3.2(a)OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, and (y) is the Post-Distribution B&W Share PriceASSIGNED, with the resulting number of shares subject to the Replacement B&W RSAs being rounded up or down to the nearest whole sharePLEDGED TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM IN THE MANNER CONTEMPLATED BY THE ASSET PURCHASE AGREEMENT DATED AS OF JULY 31, 2000 BY AND AMONG LENDINGTREE, INC. B&W shall be responsible for (i) the satisfaction of all tax reporting and withholding requirements in respect of the delivery of shares of B&W Common Stock to B&W Employees and the vesting of Replacement B&W RSAs and (ii) remitting the appropriate tax or withholding amounts to the appropriate taxing authorities in respect of the delivery and vesting of all such restricted shares. Except as provided in the foregoing provisions of this Section 3.2(a), Replacement B&W RSAs shall be granted on terms which are in all material respects identical (including with respect to vesting) to the terms of the MII RSAs which they replace.AND THE OTHER PARTIES THERETO

Restricted Stock. (ai) Each grantee Effective on the Execution Date, the Company shall grant to Executive, under any an equity compensation plan of the MII Legacy Equity Plans who will be a B&W Employee Company, one hundred and who will hold, as sixty thousand (160,000) shares of the Distribution Date, one or more MII RSAs that are unvested as Company’s restricted stock. All of such shares of the Distribution Company’s restricted stock shall vest on December 31, 2014, if both (A) Executive is then employed hereunder by the Company and (B) the Primary Benchmark (as hereinafter determined) has been achieved for the period from the Effective Date through December 31, 2014; and one-half (and will not become vested as 1/2) of such shares of the Distribution DateCompany’s restricted stock shall vest on December 31, 2014, if both (Y) shall receiveExecutive is then employed hereunder and (Z) the Secondary Benchmark (as hereinafter determined) has been achieved for the period from the Effective Date through December 31, on the last to occur 2014. Alternatively, some or all of such shares of the Distribution Date and the Registration Statement Effectiveness Date, Company’s restricted stock may vest as a replacement award otherwise provided in substitution for each such MII RSA (which this Agreement. Executive shall not be cancelled), a number entitled to exercise any vote or right of restricted consent associated with or attendant to any shares of B&W Common Stock (a “Replacement B&W RSA”) under the B&W New Equity Plan having a value immediately following the Distribution Date equal to the value of the MII RSA (calculated using the Pre-Distribution MII Share Price), as calculated pursuant to the following provisions. In each case, the number of shares of B&W Common Stock subject to the Replacement B&W RSA shall be equal to (x) divided by (y), where (x) is the Pre-Distribution MII Share Price multiplied by the number of shares of MII Common Stock subject to the MII RSA that is being cancelled Company’s restricted stock granted and replaced issued pursuant to this Section 3.2(a5(c)(i) unless and until such shares of the Company’s restricted stock have become vested, and except as and to the extent provided in Section 5(c)(ii), Executive shall not be entitled to receive on or with respect to any shares of the Company’s restricted stock granted and issued pursuant to this Section 5(c)(i) any regular quarterly cash dividends or any other dividend or distribution (y) is the Post-Distribution B&W Share Price, with the resulting number whether or not special or extraordinary and whether or not consisting of shares subject any securities issued or distributed to the Replacement B&W RSAs being rounded up Company’s stockholders of record in connection with any stock split, recapitalization, stock exchange, merger, combination or down to the nearest whole share. B&W shall be responsible for (iother reorganization or similar transaction) the satisfaction of all tax reporting unless and withholding requirements in respect until such shares of the delivery Company’s restricted stock have become vested. The grant of shares of B&W Common Stock the Company’s restricted stock made by the Company pursuant to B&W Employees this Section 5(c)(i) is hereinafter referred to as the “Contingent Grant,” and the vesting of Replacement B&W RSAs and (ii) remitting the appropriate tax or withholding amounts to the appropriate taxing authorities in respect shares of the delivery and vesting of all such Company’s restricted shares. Except as provided in the foregoing provisions of stock granted to Executive pursuant to this Section 3.2(a), Replacement B&W RSAs shall be granted on terms which 5(c)(i) are in all material respects identical (including with respect hereinafter referred to vesting) to collectively as the terms of the MII RSAs which they replace“Contingent Grant Shares.”

Restricted Stock. Shares of Common Stock that bear or are required under this Section 1.4(b) of Appendix A to bear the legend set forth in this Section 1.4(b) of Appendix A (aand all securities issued in exchange therefor or substitution thereof, (the “Restricted Stock”) Each grantee under any will be subject to the restrictions on transfer set forth in this Section 1.4(b) of Appendix A (including in the Restricted Stock Legend) and, if the Company so elects, will bear a restricted CUSIP number unless such restrictions on transfer are eliminated or otherwise waived by written consent of the MII Legacy Equity Plans who Company, and each Holder of Restricted Stock, by such Holder’s acceptance of such Restricted Stock, will be deemed to be bound by the restrictions on transfer applicable to such Restricted Stock. Restricted Stock shall bear a B&W Employee and who will holdlegend (the “Restricted Notes Legend”) in substantially the following form unless otherwise agreed by the Company in writing, as of with notice thereof to the Distribution DateTrustee: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, one or more MII RSAs that are unvested as of the Distribution Date AS AMENDED (and will not become vested as of the Distribution Date) shall receive, on the last to occur of the Distribution Date and the Registration Statement Effectiveness Date, as a replacement award in substitution for each such MII RSA (which shall be cancelledTHE “SECURITIES ACT”), a number of restricted shares of B&W Common OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THESE SHARES, BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT OFFER, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE AND PROVIDED THAT PRIOR TO SUCH TRANSFER, THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT), OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Any such Restricted Stock (i) as to which such restrictions on transfer shall have expired in accordance with their terms, (ii) that has been transferred pursuant to a “Replacement B&W RSA”) registration statement that has become or been declared effective under the B&W New Equity Plan having a value immediately following Securities Act and that continues to be effective at the Distribution Date equal to the value time of the MII RSA such transfer or (calculated using the Pre-Distribution MII Share Price), as calculated iii) that has been sold pursuant to the following provisions. In each caseexemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, may, upon surrender of the certificates representing such shares of Restricted Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of B&W Common Stock subject to Stock, which shall not bear the Replacement B&W RSA shall be equal to (x) divided restrictive legend required by (y), where (x) is the Pre-Distribution MII Share Price multiplied by the number of shares of MII Common Stock subject to the MII RSA that is being cancelled and replaced pursuant to this Section 3.2(a)1.4(b) of Appendix A. The Company shall promptly notify the Trustee in writing after a registration statement, and (y) is the Post-Distribution B&W Share Priceif any, with the resulting number of shares subject to the Replacement B&W RSAs being rounded up or down to the nearest whole share. B&W shall be responsible for (i) the satisfaction of all tax reporting and withholding requirements in respect of the delivery of shares of B&W Common Stock to B&W Employees and the vesting of Replacement B&W RSAs and (ii) remitting the appropriate tax or withholding amounts to the appropriate taxing authorities in respect of the delivery and vesting of all such restricted shares. Except as provided in the foregoing provisions of this Section 3.2(a), Replacement B&W RSAs shall be granted on terms which are in all material respects identical (including with respect to vesting) to the terms any Common Stock issued upon conversion of the MII RSAs which they replaceRestricted Notes has been declared effective under the Securities Act.

Restricted Stock. (a) Each grantee under any Seller and each Shareholder hereby acknowledge and agree that all stock of the MII Legacy Equity Plans who Buyer issued under this Agreement, if any, to Seller or any Shareholder will not be a B&W Employee and who will holdregistered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state and, therefore, cannot be resold, assigned, encumbered or otherwise disposed of unless such shares are subsequently registered under the Securities Act and under the applicable state securities laws or an exemption from such registration is available. Seller and each Shareholder further acknowledge and agree that the certificate representing the shares of Purchaser Common Stock shall bear a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER AND COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, SUCH COMPLIANCE, AT THE OPTION OF THE COMPANY, TO BE EVIDENCED BY AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, IN A FORM AND SUBSTANCE ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT”; Buyer shall be under no obligation to remove any such legend unless and until Seller or Shareholder, as the case may be, deliver to Buyer a written legal opinion in form and substance reasonably acceptable to Buyer from counsel acceptable to the Buyer, to the effect that such legend may be removed. With a view to making available the benefits of certain rules and regulations of the Distribution Date, one or more MII RSAs that are unvested as Securities and Exchange Commission which may at any time permit the sale of the Distribution Date (and will not become vested as of the Distribution Date) shall receive, on the last to occur of the Distribution Date and the Registration Statement Effectiveness Date, as a replacement award in substitution for each such MII RSA (which shall be cancelled), a number of restricted shares of B&W Purchaser Common Stock (a “Replacement B&W RSA”) without registration pursuant to Rule 144 under the B&W New Equity Plan having a value immediately following the Distribution Date equal Securities Act, Buyer hereby agrees to the value of the MII RSA (calculated using the Pre-Distribution MII Share Price), as calculated pursuant use reasonable commercial efforts to the following provisions. In each case, the number of shares of B&W Common Stock subject to the Replacement B&W RSA shall be equal to (x) divided by (y), where (x) is the Pre-Distribution MII Share Price multiplied by the number of shares of MII Common Stock subject to the MII RSA that is being cancelled and replaced pursuant to this Section 3.2(a), and (y) is the Post-Distribution B&W Share Price, with the resulting number of shares subject to the Replacement B&W RSAs being rounded up or down to the nearest whole share. B&W shall be responsible for (i) file with the satisfaction of Securities and Exchange Commission in a timely manner all tax reporting reports and withholding requirements in respect other documents required of the delivery of shares of B&W Common Stock to B&W Employees Buyer under the Securities Act and the vesting Exchange Act of Replacement B&W RSAs and 1934, as amended (ii) remitting to cooperate with Seller or Shareholder, as the appropriate tax case may be, to provide such information regarding the Buyer that is necessary for such opinion to be delivered and (iii) to remove such restrictive legend promptly upon Seller’s or withholding amounts to Shareholders’ request, as the appropriate taxing authorities in respect of case may be, upon compliance with the delivery and vesting of all such restricted shares. Except as provided in the foregoing provisions terms of this Section 3.2(a), Replacement B&W RSAs shall be granted on terms which are in all material respects identical (including with respect to vesting) to the terms of the MII RSAs which they replace2.25.