Common use of Vesting Clause in Contracts

Vesting. (a) To the extent that the Performance Goals for the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date of the Committee’s certification of the Performance Goals in accordance with Section 3 (the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 and

Vesting. (a) To If the extent that Employee has remained continuously employed by the Performance Goals for Company through the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement shall vest based vesting dates specified on the applicable Share Delivery Factor cover page hereof, Unvested Shares shall become Vested Shares (or shall “vest”) on the date of the Committee’s certification of the Performance Goals such dates in accordance with Section 3 (the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value number of shares set opposite the applicable date on the cover page hereof. Option Shares that have been issued and which are “Unvested Shares” shall be subject to the Company’s Repurchase Option described in Section 6 unless and until they become “Vested Shares.” Any vesting of shares under this option shall first be deemed to apply to shares issued upon exercise of Common Stock this option (in respect the order of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant exercise) and then to unissued shares subject to this Section 4(b) option; and any exercise of this option shall be forfeited without payment deemed to apply first to any then unissued Vested Shares. The Employee agrees not to sell, assign, transfer, pledge, hypothecate, gift, mortgage or otherwise encumber or dispose of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by except to the Company or any successor to the Company) all or any Unvested Shares or any interest therein, and any Unvested Shares purchased upon exercise of its direct and indirect subsidiaries or such other company as designated this option shall be held in escrow by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law)the terms of Section 17 below unless and until they become Vested Shares. The term “Option Shares” used without reference to either Unvested Shares or Vested Shares shall mean both Unvested Shares and Vested Shares, without distinction. In addition, in the event the Company’s Repurchase Option is triggered pursuant to Section 6 below, and the Company elects not to exercise its option for the repurchase of any or all of the Unvested Shares, then upon the expiration of the Repurchase Option Period, any and all unvested PSUs Option Shares not repurchased by the Company shall immediately vest become Vested Shares. The Board may, in its discretion, accelerate any of the foregoing vesting dates. The foregoing rights are cumulative and shall (subject to Sections 4 or 5 hereof if the Employee ceases to be settled as soon as practicable after employed by the Company) may be exercised only before the date which is ten years from the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andthis option grant.

Vesting. (a) To Except as provided in paragraph 2(d), the extent Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the Performance Goals for first or second anniversaries of the applicable Performance Period have been achievedDate of Award, a with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of PSUs granted under shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this PSU Agreement Agreement, shall vest based on the applicable Share Delivery Factor on upon the date of the Committee’s certification earliest of the Performance Goals in accordance with Section 3 following events (i) the “Vesting Date”)Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employment with employ of the Company or an Affiliate thereof through from the Performance Period End DateDate of the Award until the occurrence of such earliest event. (bRestricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) Except as set forth in Section 4(c) belowshall be forfeited, if and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment is terminated for any reason prior to with the Performance Period End Date, then all rights of the Participant Company and its Affiliates other than with respect to PSUs Restricted Stock Units that have not become vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date a result of the Participant’s death or termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any on account of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andDisability.

Vesting. The PRSUs will be subject to performance-based vesting conditions (athe “Performance Conditions”) To the extent that the Performance Goals for the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement which are set forth on Exhibit A. The PRSUs shall vest based on the applicable Share Delivery Factor on the December 31, 2026 or such earlier date of the Committee’s certification of the Performance Goals as may be provided in accordance with Section 3 8 (the “Vesting Date”); provided that ) and the Participant remains in continuous number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or an Affiliate thereof a subsidiary or affiliate through the Performance Period End Date. (b) Except Vesting Date or as set forth otherwise provided in Section 4(c) below8. For the avoidance of doubt, if the Participantchange of the Employee’s employment is terminated for any reason prior status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Performance Period End DateCompany or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, then to the extent all rights or a portion of the Participant with respect to PSUs that PRSUs have not vested as of the date Vesting Date, the unvested PRSUs will be forfeited. Upon the occurrence of termination shall immediately terminate without notice and without any compensation; providedan event constituting a Change in Control, that upon notwithstanding anything to the violation by the Participant of any provision contrary in Section 8 of the Plan or this PSU AgreementPlan, the PSUs shall terminate effective as of PRSUs outstanding on the date of such violation Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (rather than the date on which such violation comes to the attention of the Companyor its parent company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any considerationremain outstanding, and neither thereafter the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date vesting of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. SubjectPRSUs, and in additionany dividend equivalents with respect thereto, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and certification the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the Performance Goals date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as described determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 3 and8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled.

Vesting. Subject to Section 8 and the paragraphs in this Section below, the Award shall vest and become nonforfeitable upon, and subject to, the achievement of the performance hurdles and applicable time-based vesting requirements described in Annex A. The Administrator shall determine whether the applicable performance hurdles have been achieved, and the vesting of the Share Units is subject to the Administrator’s determination. If the Participant is a party to an employment or similar agreement with the Company or any Subsidiary that includes provisions addressing the vesting of equity awards, the Award shall also become vested as provided in such agreement (a) To including, without limitation, in connection with certain qualifying terminations of the extent Participant’s employment and/or qualifying change in control transactions). Any portion of the Award that is not considered eligible to vest following the Performance Goals for end of the applicable Performance Period have been achievedas a result of performance results for the Performance Period, a number of PSUs granted under this PSU Agreement all as determined in accordance with Annex A, shall vest based on the applicable Share Delivery Factor on the date terminate and be forfeited effective as of the Committee’s certification end of the Performance Goals in accordance with Section 3 (Period. Upon a termination of the “Vesting Date”); provided that the Participant remains in continuous Participant’s employment with the Company by the Company due to Participant’s death or an Affiliate thereof through disability, Participant will vest in a pro-rata portion of the Performance Period End Date. (b) Except as set forth target number of Share Units specified in Section 4(c2 (“Target Shares”) below, if that are then outstanding and unvested. The pro-rata portion will be calculated as follows: (Target Shares ÷ number of days from Award Date to original vesting date specified in Annex A (including both beginning and end date)) x number of days from the Participant’s employment is terminated for any reason prior Award Date to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination due to death or disability. Any partial shares will be rounded down to the nearest whole share. Disability as used in this paragraph shall immediately terminate without notice and without any compensation; providedmean a physical or mental impairment which, that upon the violation as reasonably determined by the Company, renders Participant unable to perform the essential functions of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment with the Company, even with a reasonable accommodation that does not impose an undue hardship on the Company, for more than 90 days in any 180-day period, unless a longer period is terminated required by the Company federal, state or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reasonlocal law, in either which case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter that longer period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andwould apply.

Vesting. (a) To the extent that the Performance Goals for the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date of the Committee’s certification of the Performance Goals in accordance with Section 3 (the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of Unless the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator otherwise determines in its sole discretion, prior subject to earlier vesting in accordance with Section 6 of this Agreement or Section 10.1(b) of the Plan, the Grantee will become vested as to that number of each type of Restricted Stock Units (if any) that is equal to the Performance Period End Date fraction or percentage set forth on Schedule I hereto (Bthe “Vesting Percentage”) by reason of the Retirement total number of such type of Restricted Stock Units that are subject to this Agreement, rounded down to the nearest whole number of such type of Restricted Stock Units on each of the ParticipantVesting Dates indicated on Schedule I hereto, andand upon the satisfaction of any other applicable restrictions, in either caseterms and conditions of the Plan and this Agreement, not under circumstances giving rise any RSU Dividend Equivalents with respect to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers Restricted Stock Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the Employing Company extent that the Restricted Stock Units related thereto shall have become vested in accordance with this Agreement. If rounding pursuant to the preceding sentence prevents any portion of a Restricted Stock Unit from becoming vested on a particular Vesting Date (and does not revoke) a general release any such portion, an “Unvested Fractional Restricted Stock Unit”), one additional Restricted Stock Unit of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest such type of Restricted Stock Unit will become vested on the original earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Stock Units of such type (including any Unvested Fractional Restricted Stock Unit created on such succeeding Vesting Date) equals or exceeds one whole Restricted Stock Unit of such type of Restricted Stock Unit, with any excess treated as an Unvested Fractional Restricted Stock Unit thereafter subject to the achievement application of this sentence and certification the following sentence. Any Unvested Fractional Restricted Stock Unit comprising part of a whole Restricted Stock Unit that vests pursuant to the Performance Goals as described in Section 3 andpreceding sentence will thereafter cease to be an Unvested Fractional Restricted Stock Unit.

Vesting. Except as otherwise provided in this Grant Agreement, this Option (a) To to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that the Performance Goals for the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date of the Committee’s certification of the Performance Goals become “vested” in accordance with Section 3 (the “Vesting Date”); following vesting schedule, provided that the Participant Optionee remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. “Continuous Service” (bas defined below) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and indirect subsidiaries fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver Disability, or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) a Change in Control occurs while the Participant executes and delivers Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the Employing Company contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company is canceled in accordance with applicable lawthis Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after (3) the date of such termination of employment based on which the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the ParticipantOptionee’s employment with the Company or any of its Subsidiaries is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms shall be eligible to vest on have the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andassigned meanings:

Vesting. (a) To Grossly exceeding the extent that the Performance Goals for the applicable Performance Period have been achieved, a number "Company Annual Revenue" or "Stock Price" targets as of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date any of the Committee’s certification annual target measurement dates, as detailed in the above Vesting Schedule, will not cause an acceleration of the Performance Goals in accordance with Section 3 (the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Datevesting of these shares. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights The market price of the Participant with respect Company's shares shall not be a cause for default of payment of this Note by the Maker. All payments shall be made to PSUs that Payee at address below or at such other place as the Payee may from time to time designate. Any payments on account of principal and interest shall be applied first to interest as aforesaid and the remainder thereof shall be applied to principal. Maker shall have not vested as the privilege of paying the date of termination shall immediately terminate principal in whole or in part at any time, and such payments may be made without notice and without any compensationpenalty or premium; provided, however, that upon the violation each payment shall be accompanied by the Participant any accrued interest then due. Presentment for payment or acceptance, and notice of dishonor of payment or acceptance, notice of protest and notice of any provision renewal, extension, modification or change of time, manner, place or terms of payment, are hereby waived by Maker or any endorsers, sureties and guarantors hereof. Any failure or delay of Payee to exercise any right hereunder shall not be construed as a waiver of the Plan right to exercise the same or any other right at any other time or times. The waiver by Payee of a breach or default of any provisions of this PSU AgreementNote shall not operate or be construed as a waiver of any subsequent breach or default thereof. Maker agrees to reimburse Payee for all costs and expenses, including reasonable attorneys' fees, incurred by Payee to enforce the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) provisions hereof and the Participant collect Maker's obligations hereunder. This Note shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any considerationconstrued according to, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after governed by the date laws of such termination the Commonwealth of employment based on Pennsylvania. The provisions of this Note shall be deemed severable, so that if any provisions hereof is declared invalid under the Share Delivery Factor calculated pursuant to Section 2laws of any state where it is in effect, or of the United States, all other provisions of this Note shall continue in full force and effect. SubjectThis Note shall be binding upon the successors and assigns of the Maker, and in addition, shall inure to the foregoing, if the Participant’s employment is terminated (A) at the convenience benefit of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined and be enforceable by the Administrator in its sole discretionheirs, prior to the Performance Period End Date personal representatives, successors and assigns of Payee or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andany other Payee thereof.

Vesting. (a) To Subject to the extent that the Performance Goals for the applicable Performance Period have been achievedterms and conditions of this Award Agreement, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date of the Committee’s certification of the Performance Goals in accordance with Section 3 (the “Vesting Date”); and provided that the Participant remains a Service Provider through each vesting date, the Restricted Stock shall become “Vested Shares” for purposes of this Award Agreement in continuous employment three (3) equal, annual installments, commencing on the Initial Vesting Date. Until the shares of Restricted Stock vest and become Vested Shares, which unvested shares shall be called Unvested Shares (as defined below), neither the Unvested Shares, nor any right with respect to the Unvested Shares of Restricted Stock under this Agreement, may be sold, assigned, transferred, pledged, hypothecated (by operation of law or otherwise) or otherwise conveyed or encumbered and shall not be subject to execution, attachment or similar process. Any attempted sale, assignment, transfer, pledge, hypothecation or other conveyance or encumbrance shall be void and unenforceable against the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention affiliate of the Company) and . Upon becoming Vested Shares, such restrictions shall lapse. A legend or legends may be affixed to share certificates representing the Participant shall be required to return to Restricted Stock evidencing these restrictions. Notwithstanding the Company foregoing, in the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the event that Participant’s employment is terminated by the Company without Cause or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the if Participant being a Bad Leaver or by the Participant resigns for Good Reason, and such termination is not in either case within twelve months following Connection with a Change of Control Control, then Participant will receive twelve (12) months accelerated vesting with respect to Participant’s then outstanding unvested portion of the Award, at which time such additionally vested shares shall become Vested Shares, provided that Participant signs the separation agreement and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as set forth in a form satisfactory to Section 8(d) of the Administrator within sixty (60) days following Employment Agreement and otherwise complies with such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2section. Subject, and in addition, to Notwithstanding the foregoing, if in the event that Participant’s employment is terminated (A) at by the convenience Company without Cause or if Participant resigns for Good Reason, and such termination is in Connection with a Change of Control, then Participant will become fully vested in Participant’s then outstanding unvested portion of the Employing Company (Award, at which includestime such additionally vested shares shall become Vested Shares, but is not limited to, in connection with a reduction in force), as determined by provided that Participant signs the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver separation agreement and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described set forth in (c)(iiSection 8(d) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals Employment Agreement and otherwise complies with such section. Notwithstanding the foregoing, in the event that Participant resigns for Good Reason due to (x) the failure of the Company to appoint Participant as described Chief Executive Officer by April 30, 2011 or in the event of the appointment of another as Chief Executive Officer after April 29, 2010, the vesting of Participant’s then outstanding unvested portion of the Award will be accelerated in full, at which time such additionally vested shares shall become Vested Shares, or (y) the appointment of another as Chief Executive Officer prior to April 30, 2010, the vesting of half of the outstanding unvested portion of the Award will be accelerated in full, at which time such additionally vested shares shall become Vested Shares, provided in each case that Participant signs the separation agreement and release of claims as set forth in Section 3 and8(d) of the Employment Agreement and otherwise complies with such section.

Vesting. (a) To The PSUs shall be performance based and shall vest at the extent that end of the Performance Goals for Period based on the applicable Performance Period have been achievedachievement of the performance goal as described on Exhibit X attached hereto (“Exhibit X”), and upon certification of achievement by the Compensation Committee. Upon a Change in Control, as defined in the Employment Agreement, the unvested PSUs shall be converted to a number of PSUs granted under this PSU Agreement shall vest based on Restricted Stock Units equal to the applicable Share Delivery Factor number of Shares that would have vested on the date of the Committee’s certification Change in Control based on the performance goals described in Exhibit X if the date of the Change in Control had been the last date of the Performance Goals Period, and such Restricted Stock Units shall vest on the last date of the Performance Period, subject to your continued employment until the last day of the Performance Period and provided you are in accordance continued compliance with the provisions of Section 3 6 of the Employment Agreement. Notwithstanding the foregoing, (i) in the “Vesting Date”); event of a termination of your employment by the company without Cause or by you with Good Reason (as defined in Section 5(a)(3) of the Employment Agreement) (other than under the circumstances set forth in clause (ii) of this paragraph) you shall remain eligible to receive the pro rata number of PSUs, based on the percentage of the Performance Period during which you were employed, provided that the Participant remains performance goals are met on the date of termination as if the date of termination had been the last date of the Performance Period, such pro rata number of PSUs to vest at the end of the Performance Period, provided you are in continuous continued compliance with the provisions of Section 6 of the Employment Agreement and (ii) in the event of a termination of your employment by the company without Cause or by you with Good Reason within 12 months after a Change in Control, the Restricted Stock Units into which the PSUs shall have converted pursuant to the preceding paragraph shall immediately vest on the Date of Termination, as defined in the Employment Agreement, and the shares covered thereby shall be distributed to you within thirty (30) days of the Date of Termination. Except as provided in the preceding paragraph, in the event of a termination of your employment with the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason or for no reason prior to February 22, 2019, your then remaining unvested PSUs granted hereunder shall be forfeited and of no further force or effect. Payment Other than as provided in the Performance Period End Date, then all rights immediately preceding Section as to conditions and timing of the Participant distribution of Common Stock with respect to PSUs that have not vested vesting as a result of a termination of your employment and Section 8 of the date Employment Agreement with regard to equity distributed as a result of termination your incurring a Separation from Service as an employee of the Company, any vested portion of the PSUs shall immediately terminate without notice be distributed to you in shares of Common Stock on March 15 following the end of the Performance Period based upon a determination that the Company achieved the performance goal for the Performance Period. Dividends With respect to the PSUs, you will have the right to receive dividend equivalents (in cash or in kind, as the case may be) in respect of any dividend distributed to holders of Common Stock of record on and without any compensationafter the Date of Award; provided, that upon any such dividend equivalents shall be subject to the violation same restrictions as the PSUs with regard to which they are issued, including without limitation, as to vesting (including accelerated vesting) and time of distribution. All such withheld dividends shall not earn interest, except as otherwise determined by the Participant of Administrator. You will not receive withheld dividends on any provision of PSUs which are forfeited and all such dividends shall be forfeited along with the Plan PSUs which are forfeited. Tax Withholding The Company shall have the right to withhold from your compensation an amount sufficient to fulfill its or this PSU Agreementits Affiliate’s obligations for any applicable withholding and employment taxes. Alternatively, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes Company may require you, or you may elect, to the attention of the Company) and the Participant shall be required to return pay to the Company the shares amount of Common Stock any taxes which the Company is required to withhold with respect to the Shares, or, in lieu thereof, to retain or sell without notice a sufficient number of Shares to cover the amount required to be withheld. The Company may withhold from any cash dividends paid with respect of vested to PSUs on an after tax basis or an amount in cash equal sufficient to the fair market value cover taxes owed, if any, as a result of the shares dividend payment. The Company’s method of Common Stock satisfying its withholding obligations shall be solely in respect of vested PSUs as the discretion of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting DateAdministrator, subject to applicable federal, state, local and foreign laws. The Company shall have a lien and security interest in the achievement Shares and certification of the Performance Goals as described in Section 3 andany accumulated dividends to secure your obligations hereunder.

Vesting. (a) To the extent that the Performance Goals for the applicable Performance Period have been achieved, a number This award of PSUs granted under this PSU Agreement Restricted Stock shall vest based on [vesting schedule varies by award]. The restrictions set forth in this paragraph shall apply to Restricted Stock until the applicable Share Delivery Factor on Restricted Stock vests. Subject to the date provisions of this Restricted Stock Agreement, the grant of Restricted Stock may not be revoked. The Employee shall not have a beneficial ownership interest in, or any of the Committee’s certification rights and privileges of a stockholder as to, such Restricted Stock, including the Performance Goals right to receive dividends and the right to vote such Restricted Stock until such Restricted Stock vests in accordance with Section 3 the terms of this Restricted Stock Agreement. An account established by the Company on behalf of the Employee shall be credited with the amount of all dividends that would have been paid on the shares of Restricted Stock if such shares were actually held by the Employee (the “Vesting DateDividend Equivalents”). Notwithstanding the foregoing, the Employee shall not be entitled to delivery of the stock certificate or Dividend Equivalents on the Restricted Stock until the shares have vested; provided that the Participant remains in continuous employment with Restricted Stock may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of until vested; all of the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then unvested Restricted Stock shall be forfeited and all rights of the Participant with respect Employee to PSUs that have not vested as such unvested Restricted Stock shall terminate without further obligation on the part of the date of termination Company under the circumstances set forth in the next paragraph; and all unvested Restricted Stock shall immediately terminate without notice and without any compensation; provided, that upon vest under the violation by circumstances set forth in the Participant of any provision next paragraph. Any unvested portion of the Plan award of Restricted Stock will become fully earned, vested and distributable in the event a Employee dies or this PSU Agreementbecomes permanently and totally disabled. In order to earn and vest in the award of Restricted Stock, the PSUs shall terminate effective as Employee must at the time of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If vesting either (i) remain employed as an active, regular, full-time employee through the Participant’s employment is vesting date, (ii) have retired at age 55 or older; (iii) qualify for severance under the XXXXXX X. XXXXXXXXX & CO. XXXXXXXXX PAY PLAN, or (iv) have been terminated by the Company for any reason other than for cause. Termination “for cause” shall include a termination based on management’s determination that the Employee has: • Committed any dishonest or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers fraudulent act to the Employing Company (and does not revoke) a general release detriment of claims in a form satisfactory the Company; • Been convicted of any felony or crime involving moral turpitude; • Been insubordinate; • Failed to perform his or her duties to the Administrator within sixty (60) days following such termination (expectation of management; • Violated any policy or such shorter period as may be specified procedure established by management; or • Lost any professional licenses required for the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience performance of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the ParticipantEmployee’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andduties.

Vesting. (a) To the extent that the Performance Goals for the applicable Performance Period have been achieved, a number This award of PSUs granted under this PSU Agreement Restricted Stock shall vest based on May 15, 2011. The restrictions set forth in this paragraph shall apply to Restricted Stock until the applicable Share Delivery Factor on Restricted Stock vests. Subject to the date provisions of this Restricted Stock Agreement, the grant of Restricted Stock may not be revoked. The Employee shall not have a beneficial ownership interest in, or any of the Committee’s certification rights and privileges of a stockholder as to, the Performance Goals Restricted Stock, including the right to receive dividends and the right to vote such Restricted Stock until such Restricted Stock vests and is issued and transferred to the Employee in accordance with Section 3 the terms of this Restricted Stock Agreement. An account established by the Company on behalf of the Employee shall be credited with the amount of all dividends that would have been paid on the shares of Restricted Stock if such shares were actually held by the Employee (the “Vesting DateDividend Equivalents”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior Such Dividend Equivalents shall be subject to the Performance Period End Datesame vesting conditions applicable to the Restricted Stock to which they relate, then all rights and upon the vesting of a share of Restricted Stock, the Dividend Equivalents related to such share shall be paid to the Employee in cash, without earnings thereon. Notwithstanding the foregoing, the Employee shall not be entitled to delivery of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company stock certificate representing the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal subject to the fair market value Restricted Stock award or to the Dividend Equivalents related to such shares until the shares have vested; the Restricted Stock may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of until vested; all of the shares of Common unvested Restricted Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any all rights of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in Employee to such unvested PSUsRestricted Stock shall terminate without further obligation on the part of the Company under the circumstances set forth in the next paragraph; and all unvested Restricted Stock shall vest under the circumstances set forth in the next paragraph. (c) If In order to earn and vest in the award of Restricted Stock, the Employee must at the time of vesting either (i) remain employed as an active, regular, full-time employee of the Participant’s employment is Company or one of its Subsidiaries through the applicable vesting date, or (ii) have been terminated by the Company prior to such vesting date for any reason other than for cause; provided that any unvested portion of the award of Restricted Stock will become fully earned, vested and distributable in the event the Employee dies or becomes permanently and totally disabled. For purposes of this Agreement, a termination “for cause” shall include a termination based on management’s determination that the Employee has: • Committed any of its direct and indirect subsidiaries dishonest or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers fraudulent act to the Employing Company detriment of the Company; • Been convicted (and does not revokeincluding a plea of guilty or nolo contendere) a general release of claims in a form satisfactory any felony or crime involving moral turpitude; • Been insubordinate; • Failed to perform his or her duties to the Administrator within sixty (60) days following such termination (expectation of management; • Violated any policy or such shorter period as may be specified procedure established by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, management including but not limited to the foregoing, if Company’s Code of Business Conduct and Ethics; or • Lost any professional licenses required for the Participant’s employment is terminated (A) at the convenience performance of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the ParticipantEmployee’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andduties.

Vesting. Except as otherwise determined by the Committee in its sole discretion (asubject to Section 23 of the Plan) To or as otherwise provided in this Section 3 or Section 9, the extent that vesting of the PSs covered hereby shall be subject to (i) the achievement of the performance goals as set forth in the Award Summary (the “Performance Goals for Goals”) as determined by the applicable Performance Period have been achieved, Committee and (ii) the Employee’s continued employment with the Company or a number of PSUs granted under this PSU Agreement shall vest based subsidiary or affiliate through the vesting date indicated on the applicable Share Delivery Factor on the date of the Committee’s certification of the Performance Goals in accordance with Section 3 Award Summary (the “Vesting Date”). In the event the achievement of the Performance Goals is “below threshold” level, then all of the PSs will be forfeited; provided in the event that achievement of the Participant remains Performance Goals is between “threshold” and “target” level, then no less than 25% and no more than 50% of PSs will vest; and in continuous the event achievement of the Performance Goals is between “target” and “maximum” level, then no less than 50% and no more than 100% of the PSs will vest, in each case as set forth in the Award Summary and subject to the Employee’s continued employment through the Vesting Date as described in clause (ii) of the immediately preceding sentence. Upon the occurrence of an event constituting a Change in Control prior to the Vesting Date, notwithstanding anything to the contrary in Section 22(b) of the Plan, 50% of PSs outstanding (the “Target PSs”), and any dividend equivalents with respect thereto, shall no longer be subject to the Performance Goals but shall remain outstanding, and thereafter the vesting of such Target PSs, and any dividend equivalents with respect thereto, shall be subject to the Employee’s continued employment with the Company or a subsidiary or an Affiliate thereof affiliate through the Performance Period End Vesting Date. (b) Except as set forth , and the remaining 50% of PSs shall be forfeited; provided that, in Section 4(c) below, if the Participantevent of the Employee’s termination of employment is terminated for any reason following such Change in Control and prior to the Performance Period End Vesting Date, then all rights of the Participant Target PSs, and any dividend equivalents with respect to PSUs that have not vested as of the date of termination thereto, shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after paid to the date of such termination of employment based on the Share Delivery Factor calculated extent provided in Section 9. Upon payment pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience terms of the Employing Company (which includesPlan, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) such awards shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andcancelled.

Vesting. The Options will vest and become exercisable with respect to twenty-five percent (a25%) To of the extent that Options subject to each of the Performance Goals for Tranche 1 Options, Tranche 2 Options and Tranche 3 Options, on each of the applicable Performance Period have been achievedfirst four anniversaries of the Grant Date (each, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date of the Committee’s certification of the Performance Goals in accordance with Section 3 (the “Vesting Date”); provided that , subject to the Participant remains in continuous employment with Grantee’s continued Employment on each applicable Vesting Date.[Notwithstanding the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth in Section 4(c) belowforegoing, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s Grantee incurs a termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated Employment by the Company or any of its direct and indirect subsidiaries Subsidiaries or Affiliates without Cause (other than as a result of death or Disability), any then-unvested Options that are scheduled to vest within 12 months following the date on which the Grantee is notified in writing of such other company as designated termination by the Administrator Company or any of its Subsidiaries or Affiliates (each an the “Employing CompanyNotification Date”) will remain outstanding and continue to vest on the applicable Vesting Date next following the Notification Date as if the Grantee had remained Employed through such Vesting Date. For the avoidance of doubt, the foregoing provision shall apply without duplication of benefits for any period of the Participant being a Bad Leaver Grantee’s service following the Notification Date and prior to the Termination Date (as defined below), including any contractual notice period or any period of “garden leave” or similar period mandated under employment or other laws in the jurisdiction where the Grantee is employed or otherwise rendering services or the terms of the Grantee’s employment or service agreement, if any.]For purposes of the Options, the Grantee’s Employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any) (the “Termination Date”). Unless otherwise expressly provided in this Award Agreement or the Plan or determined by the Participant for Good ReasonCompany, (i) the Grantee’s right to vest in either case within twelve months following a Change any unvested Options will be immediately forfeited without any consideration or payment therefor as of Control and the Termination Date, (ii) the Participant executes and delivers to period, if any, during which the Employing Company (and does not revoke) a general release of claims in a form satisfactory to Grantee may exercise the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable Options after the date of Termination Date will commence on such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subjectdate, and (iii) the Termination Date will not be extended by any notice period (e.g., the Grantee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment or other laws in addition, to the foregoingjurisdiction where the Grantee is employed or otherwise rendering services or the terms of the Grantee’s employment or service agreement, if any). The Committee shall have the Participant’s employment exclusive discretion to determine when the Grantee is terminated (A) at the convenience no longer actively providing services for purposes of the Employing Company Option grant (which includes, but is not limited to, in connection with including whether the Grantee may still be considered to be providing services while on a reduction in forceleave of absence), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 and. ​

Vesting. (aExcept as provided in Sections 2(b) To and 2(c) below and to the extent that not previously vested or forfeited as provided herein, the Performance Goals for the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement Units shall vest based on the applicable Share Delivery Factor on the a date of the Committee’s certification of the Performance Goals in accordance with Section 3 (the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to Committee after termination of the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of performance by the Committee, but no later than March 15, 2027 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2024 and ending on December 31, 2026 (the “Performance Period”) as certified by the Committee following the end of the Performance Goals Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date of Issuance shall be determined as described set forth on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the Performance Period is less than or equal to zero, as provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to reduction in accordance with section 12 below. With respect to any Units that have vested on the Date of Issuance, the Shares related thereto shall be issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the award as provided in Section 3 and6 below. All Units, including your rights thereto and to the underlying Shares, which do not vest on or before the Date of Issuance, as provided in this Section 2, shall immediately be forfeited as of such Date of Issuance (to the extent not previously forfeited as provided herein).

Vesting. Except as otherwise determined by the Committee in its sole discretion (asubject to Section 23 of the Plan) To or as otherwise provided in this Section 3 or Section 9, the extent that vesting of the PSs covered hereby shall be subject to the achievement of the performance goals as set forth in the Award Summary (the “Performance Goals for Goals”) as determined by the applicable Performance Period have been achievedCommittee. Subject to the Employee’s continued employment through December 31, 2018 (the “Initial Vesting Date”), except as otherwise provided in Section 9, a number of PSUs granted under this PSU Agreement PSs shall vest based on the applicable Share Delivery Factor on product of (i) the date percentage set forth in the Award Summary corresponding to the achievement of the Committee’s certification applicable Performance Goals for fiscal 2017 through 2018 (the “Initial Percentage”), multiplied by (ii) 50% of the Performance Goals total number of PSs granted hereunder (the PSs that vest in accordance with Section 3 this sentence, if any, the “Initial Vested PSs”). In addition, subject to the Employee’s continued employment through December 31, 2019 (the “Final Vesting Date”); , except as otherwise provided in Section 9, a number of PSs shall vest based on the product of (1)(A) the percentage set forth in the Award Summary corresponding to the achievement of the applicable Performance Goals for fiscal 2017 through 2019, less (B) one-half of the Initial Percentage, multiplied by (2) the total number of PSs granted hereunder. For the avoidance of doubt, any PSs that do not vest pursuant to either of the Participant remains immediately preceding two sentences shall be forfeited. Upon the occurrence of an event constituting a Change in continuous Control prior to the Final Vesting Date, notwithstanding anything to the contrary in Section 22(b) of the Plan, the Post-CIC PSs (as defined below) and any dividend equivalents with respect thereto, shall no longer be subject to the Performance Goals but shall remain outstanding, and thereafter the vesting of such Post-CIC PSs, and any dividend equivalents with respect thereto, shall be subject to the Employee’s continued employment with the Company or a subsidiary or an Affiliate thereof affiliate through the Performance Period End Final Vesting Date. , and any remaining PSs (bother than any Initial Vested PSs) Except as set forth shall be forfeited; provided that, in Section 4(c) below, if the Participantevent of the Employee’s termination of employment is terminated for any reason following such Change in Control and prior to the Performance Period End Final Vesting Date, then all rights such Post-CIC PSs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 9. Upon payment pursuant to the terms of the Participant with respect to PSUs that have not vested as Plan, such awards shall be cancelled. For purposes of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs Post-CIC PSs shall terminate effective as equal the product of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated total number of PSs granted hereunder, multiplied by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”ii)(A) without the Participant being a Bad Leaver or by the Participant for Good Reason50%, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or less (B) by reason of in the Retirement of event the Participant, and, Change in either case, not under circumstances giving rise to Control occurs following the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Initial Vesting Date, subject to the achievement and certification one-half of the Performance Goals as described in Section 3 andInitial Percentage.

Vesting. (a) To Subject to the extent that the Performance Goals for Optionee’s not having a Termination of Relationship prior to the applicable Performance Period vesting date and except as otherwise set forth in Section 7, the Options shall become non-forfeitable and exercisable (any Options that shall have been achievedbecome non-forfeitable and exercisable pursuant to Section 4, the “Vested Options”) according to the following provisions: fifteen-percent (15%) of the Options shall become Vested Options on each of the first and second anniversaries of the Grant Date, twenty-percent (20%) of the Options shall become Vested Options on the third anniversary of the Grant Date and twenty-five percent (25%) of the Options shall become Vested Options on each of the fourth and fifth anniversaries of the Grant Date. In the event of a number Termination of PSUs granted under this PSU Agreement Relationship as a result of the Optionee’s death or Disability, the Option composing the next applicable tranche of Options which has not theretofore vested pursuant to the immediately preceding sentence shall become Vested Options, and the remaining Options which are not Vested Options shall be forfeited. In the event of the consummation of a Change in Control, each Option which has not theretofore become a Vested Option and which is scheduled to vest on each of the remaining vesting dates based on the applicable Share Delivery Factor on the date anniversaries of the CommitteeGrant Date will vest upon the earlier of (i) the Optionee’s certification of the Performance Goals in accordance with Section 3 (the “Vesting Date”); provided that the Participant remains in continuous continued employment with the Company for 18 months after such Change in Control or an Affiliate thereof through the Performance Period End Date. (bii) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights a Termination of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated Relationship by the Company or any of its direct and indirect subsidiaries or such other company Subsidiaries without Cause (as designated by the Administrator (each an “Employing Company”defined in Section 22) without the Participant being a Bad Leaver or by the Participant for Optionee with Good ReasonReason (as defined in Section 22), in either each case within twelve 18 months following the consummation of such Change in Control. In all cases involving the consummation of a Change of Control and (ii) the Participant executes and delivers in Control, Options shall otherwise continue to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company vest in accordance with applicable law)the terms of the first sentence of this Section 4. Except as otherwise provided herein, then all unvested PSUs shall Options will immediately vest and shall be settled as soon as practicable after the date terminate upon a Termination of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andRelationship.

Vesting. (a) To Except as provided in paragraph 2(c), the extent that Participant’s interest in the Performance Goals for the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement Restricted Stock Units shall vest based and become non-forfeitable on the applicable Share Delivery Factor on the first date that one of the Committee’s certification requirements in the following sentence is satisfied. The requirements of the Performance Goals in accordance with Section 3 (the “Vesting Date”); provided that this sentence are satisfied if the Participant remains in the continuous employment with employ of the Company or an Affiliate thereof through from the Performance Period End Date. Date of Award until the earliest of (bi) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights third anniversary of the Participant with respect to PSUs that have not vested as Date of the date of termination shall immediately terminate without notice and without any compensation; providedAward, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Companyii) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s death, (iii) the date of termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assignsemployment on account of Disability, or personal representatives (iv) the date of a Change in Control. In addition, except as provided in paragraph 2(c), a portion of the Participant’s interest in the Restricted Stock Units shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) vest and become non-forfeitable on the date of termination of the Participant’s employment is terminated by the Company or without Cause (“Involuntary Termination”), if the date of Involuntary Termination precedes the occurrence of any of its direct and indirect subsidiaries or the events specified in clauses (i) through (iv) of the preceding sentence. In such other company as designated by event, the Administrator number of Restricted Stock Units that shall vest upon an Involuntary Termination shall be prorated (each an “Employing Company”rounded up to the nearest whole unit) without based on the ratio of the number of calendar months (rounded up to the nearest whole month) that the Participant being has remained in the continuous employ of the Company or an Affiliate from the Date of Award through the date of the Involuntary Termination to a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does 36-month vesting period. Restricted Stock Units that have not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company vested in accordance with applicable law), then all unvested PSUs shall immediately vest and the preceding sentences of this paragraph 2(a) shall be settled forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as soon as practicable after a result of the date Participant’s death or Involuntary Termination or on account of Disability. For purposes of this Agreement, the Participant’s termination of employment by the Company will be deemed to be an involuntary termination without “Cause” unless prior to such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to Committee determines that the Participant being engaged in a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion Prohibited Activity (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andparagraph 2(c).

Vesting. The Restricted Shares shall become vested, as and to the extent indicated below, only if and to the extent the Service Condition is satisfied. The Service Condition is satisfied only if the Employee provides Continuous Service to the Company and/or any affiliate for the period beginning with the Grant Date through the date described in the following Vesting Schedule: Continuous Service Date Percentage of Restricted Shares which are Vested Shares Prior to ___________ 0% ___________ ___________ On and after ___________ 33% 66% 100% The Employee shall be determined to have provided “Continuous Service” through the date specified in the Vesting Schedule above if the Employee continues in the employ of the Company and/or any affiliate without experiencing a Termination of Employment, regardless of the reason. Notwithstanding the foregoing, the Service Condition will be deemed satisfied as to all of the Restricted Shares if (a) To the extent that Employee provides Continuous Service to the Performance Goals for Company and/or any affiliate following the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement shall vest based on Grant Date through the applicable Share Delivery Factor on the effective date of an involuntary Termination of Employment without Cause that occurs subsequent to any Change in Control; or (b) the Committee’s certification Employee provides Continuous Service to the Company and/or any affiliate following the Grant Date through the effective date of a Change in Control if, as a result of the Performance Goals Change in Control, the shares of stock then subject to this Award cease to be securities registered under Section 12 of the Securities Exchange Act of 1934. The Restricted Shares which have satisfied, or are deemed to have satisfied, the Service Condition are herein referred to as the “Vested Shares.” Any portion of the Restricted Shares which have not become Vested Shares in accordance with Section 3 (this Paragraph C before or at the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth in Section 4(c) below, if the Participanttime of Employee’s employment is terminated for any reason prior to the Performance Period End Date, then all rights Termination of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant Employment shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andforfeited.

Vesting. (a) To the extent that the Performance Goals for the applicable Performance Period have been achieved, a number This award of PSUs granted under this PSU Agreement Restricted Stock shall vest based on [vesting schedule varies by award]. The restrictions set forth in this paragraph shall apply to the applicable Share Delivery Factor on Restricted Stock until the date Restricted Stock vests. Subject to the provisions of this Agreement, the grant of Restricted Stock may not be revoked. The Employee shall not have a beneficial ownership interest in, or any of the Committee’s certification rights and privileges of a stockholder as to, the Performance Goals Restricted Stock, including the right to receive dividends and the right to vote such Restricted Stock until such Restricted Stock vests and is issued or transferred to the Employee in accordance with Section 3 the terms of this Agreement. An account established by the Company on behalf of the Employee shall be credited with the amount of all dividends that would have been paid on the shares of Restricted Stock if such shares were actually held by the Employee (the “Vesting DateDividend Equivalents”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior Such Dividend Equivalents shall be subject to the Performance Period End Datesame vesting conditions applicable to the Restricted Stock to which they relate, then all rights and upon the vesting of a share of Restricted Stock, the Dividend Equivalents related to such share shall be paid to the Employee in cash, without earnings thereon. Notwithstanding the foregoing, the Employee shall not be entitled to delivery of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company stock certificate representing the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal subject to the fair market value Restricted Stock award or to the Dividend Equivalents related to such shares until the shares have vested; the Restricted Stock may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of until vested; all of the shares of Common unvested Restricted Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any all rights of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in Employee to such unvested PSUsRestricted Stock shall terminate without further obligation on the part of the Company under the circumstances set forth in the next paragraph; and all unvested Restricted Stock shall vest under the circumstances set forth in the next paragraph. (c) If In order to earn and vest in the award of Restricted Stock, the Employee must at the time of vesting either (i) remain employed as an active, regular, full-time employee of the Participant’s employment is Company or one of its Subsidiaries through the applicable vesting date, or (ii) have been terminated by the Company prior to such vesting date for any reason other than for cause; provided that any unvested portion of the award of Restricted Stock will become fully earned, vested and distributable in the event the Employee dies or becomes permanently and totally disabled. For purposes of this Agreement, a termination “for cause” shall include a termination based on management’s determination that the Employee has: • Committee any of its direct and indirect subsidiaries dishonest or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers fraudulent act to the Employing Company (and does not revoke) a general release detriment of claims in a form satisfactory the Company; • Been convicted of any felony or crime involving moral turpitude; • Been insubordinate; • Failed to perform his or her duties to the Administrator within sixty (60) days following such termination (expectation of management; • Violated any policy or such shorter period as may be specified procedure established by management; or • Lost any professional licenses required for the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience performance of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the ParticipantEmployee’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andduties.

Vesting. Subject to Sections 4 and 6 below, and pursuant to the terms of this Agreement and the Plan (a) To and as summarized on Exhibit A attached hereto), the Restricted Stock Units shall be eligible to vest and no longer be subject to Restrictions as of the Vesting Date to the extent that the MSCI Index Relative Performance Goals goals set forth on Exhibit A attached hereto are satisfied for the applicable Performance Period have been achieved(as may be modified for Absolute Total Shareholder Return as set forth on Exhibit A) (each such term as defined below or on Exhibit A), a number of PSUs granted under this PSU Agreement shall vest based on subject to the applicable Share Delivery Factor on the date || Awardee being an employee of the Committee’s certification Company or an Affiliate thereof through the Vesting Date. As soon as reasonably practicable following the end of the Performance Goals Period (but in accordance with Section 3 no event later than sixty (60) days after the end of the Performance Period), the Committee shall determine (such date of determination by the Committee, the “Vesting Date”) the Company TSR Percentage, the MSCI Index TSR Percentage, the MSCI Index Relative Performance, the Vesting Percentage, the Absolute Total Shareholder Return and the number of Restricted Stock Units subject hereto that have become vested and no longer subject to Restrictions as of the Vesting Date (with any fractional Restricted Stock Unit rounded as determined by the Company); provided . Any Restricted Stock Units subject hereto that have not become vested and no longer subject to Restrictions as of the Participant Vesting Date for any reason shall immediately be forfeited as of such date without consideration therefor, and the Awardee shall have no further right or interest in or with respect to such Restricted Stock Units. Notwithstanding the foregoing, in the event that a Change of Control occurs prior to the end of the Performance Period and the Awardee remains in continuous continued employment with the Company or an Affiliate thereof through until at least immediately prior to the Change of Control, a number of Restricted Stock Units equal to the product of (x) the number of then-outstanding Restricted Stock Units multiplied by (y) the Vesting Percentage calculated assuming that the MSCI Index Relative Performance for the Performance Period End Date. is attained at Target Level (b) Except as set forth in Section 4(con Exhibit A) below, if the Participant’s employment is terminated for (with any reason prior to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not vested fractional Restricted Stock Unit rounded as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation determined by the Participant of any provision of the Plan or this PSU Agreement, the PSUs Company) shall terminate effective automatically become fully vested and no longer subject to Restrictions as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) Control. For purposes of this Agreement, the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs terms shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined have their respective meanings set forth below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 and:

Vesting. (a) To Except as expressly provided in this Agreement, if the extent Committee determines that the Performance Goals for the applicable Performance Period have been achievedmet and the other terms and conditions set forth in the AIP have been satisfied, a number you will be entitled to receive payment of PSUs granted Bonus Award Payment. Except as expressly provided in this Agreement, you will not be eligible to receive payment of the Bonus Award if you have not been continuously and actively been employed with Equinix or an Affiliate (the “Employer”) through the date of payment described under this PSU Agreement shall vest based on the applicable Share Delivery Factor heading “Payment” or any of the following circumstances apply on the date of the Committee’s certification of the Performance Goals in accordance with Section 3 (the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and payment without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated action by the Company or the Committee: • you are on a Performance Improvement Plan; • you are on notice (whether given or received) for a termination of employment with the Employer; • you on garden or similar non-paid leave; and/or • you have been suspended from your duties for any reason and/or are subject to ongoing proceedings. You will not be considered to be continuously and actively employed with the Employer once you have stopped providing services, notwithstanding any notice period mandated under the employment laws of its direct and indirect subsidiaries the country where you reside (e.g., active employment would not include a period of “garden leave” or such other company as designated similar period pursuant to the employment laws of the country where you resides), unless otherwise determined by the Administrator (each an “Employing Company”) without the Participant being Company on a Bad Leaver or country-by-country basis. Unless otherwise determined by the Participant Committee, a leave of absence will not constitute a termination of continuous service. The Committee has the exclusive discretion to determine when you are no longer actively employed for Good Reasonpurposes of the Bonus Award, in either case within twelve months following a Change subject to compliance with Section 409A of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company Code. Payment Cash Payment - Any Bonus Payment Award that becomes payable in accordance with applicable law)the terms under the heading “Vesting” will be paid in cash. Payment Timing - Except as otherwise provided in the following sentence, then all unvested PSUs shall immediately vest and shall the Bonus Award Payment will be settled paid as soon as practicable after following the date of such termination of employment based on the Share Delivery Committee determines the Performance Goal Attainment Factor calculated pursuant to Section 2and determines a Bonus Award has vested and is payable for the Performance Period. SubjectPayment Amount -The Committee retains the right, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to modify the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification determination of the Performance Goals as described Goal Attainment Factors (resulting in Section 3 anda reduction, an increase or elimination (including to zero) of, the amount of the Bonus Award Payment) to take into account recommendations of the Chief Executive Officer of the Company and/or such additional factors including qualitative factors, if any, that the Committee may deem relevant to the assessment of individual or corporate performance for the Performance Period. New Hires - If you begin employment with the Employer following the commencement of the Performance Period, the amount of a Bonus Award Payment, if any, that becomes payable will be pro rated by multiplying the Bonus Award Payment by the Participation Period Factor.

Vesting. (aA) To On the extent that last day of the Measurement Period, the PRSU Shares stated on the Acceptance Page shall be adjusted pursuant to the Specific Performance Goals for as set forth on Exhibit A attached hereto, and after the applicable Performance Period have been achievedadjustment, a become the total number of PSUs granted the Vested Shares that will be used to settle the PRSUs under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date of the Committee’s certification of the Performance Goals in accordance with Section 3 (the “Vesting Date”section 1(d); provided provided, however that (x) if the Participant remains in continuous Recipient’s employment or engagement with the Company or an Affiliate thereof through any Subsidiary is terminated before the Performance Period End Date. Vesting Start Date for any reason, (by) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason Recipient retires, dies or becomes Disabled before the Vesting Start Date, or (z) if a Sale Event5 takes place prior to the Performance Vesting Start Date and the surviving or acquiring entity or the new entity resulting from the Sale Event refuses to assume or continue the PRSUs or to substitute a similar equity award, the PRSUs shall be forfeited in their entirety and no distribution or payment of any amount under such PRSUs shall ever be made to the Recipient. For clarity, any PRSUs, assumed, continued or substituted following the Sale Event (that takes place prior to the Vesting Start Date) will be subject to section 2(B) below. (B) Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3, following the Measurement Period, the PRSUs shall vest (that is, the Restricted Period End Date, then all rights of the Participant with respect thereto shall terminate) pursuant to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensationVesting Schedule; provided, however, that upon the violation by unvested PRSUs shall vest in full during the Participant of any provision of Vesting Period on the Plan or this PSU Agreementdate, (a) immediately preceding the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the ParticipantRecipient’s termination of employment. Any such unvested PSUs terminated pursuant Retirement as determined by the Committee in relation to this Section 4(bthe PRSUs: either (A) shall be forfeited without payment of any consideration, after reaching age 70 or (B) after reaching age 55 and neither the Participant nor any of the Participant’s successors, heirs, assigns, having been employed or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated engaged by the Company or any of its direct 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 or any Subsidiary, as Date”). The Committee’s determination shall be final and indirect subsidiaries or such other company as designated binding on the Recipient. If the Recipient was determined by the Administrator Committee as a Specified Employee at any time during such 12-month period ending on the Specified Employee Identification Date, he or she shall be considered a Specified Employee for the 12-month period commencing on the February 1st immediately following the Specified Employee Identification Date (each an “Employing Company”) without i.e., from February 1st to the Participant being a Bad Leaver following January 31st), even if he or she is no longer employed or engaged by the Participant Company on or after the Specified Employee Identification Date. For the purposes of this section 1(d), a “Specified Employee” shall mean: • the Recipient owns 5% or more of all outstanding Common Stock; • the Recipient owns 1% or more of all outstanding Common Stock and has an annual compensation of more than $150,000; and/or • the Recipient is among the top 50 most highly-compensated officers of the Company and the Subsidiaries forming a controlled group of corporations within the meaning of Code section 1563(a) (based on total W-2 compensation plus elective 401(k) plan deferrals) and has an annual compensation exceeding the indexed dollar limit then in effect pursuant to Treas. Reg. § 1.409A-1(i) promulgated under Code (which is $175,000 for Good Reason2017). 5 A “Sale Event” shall mean (i) the sale or other disposition of all or substantially all of the assets of the Company or the Subsidiary that employs or engages the Recipient, in either case within twelve months following including a Change majority or more of Control and all outstanding stock of the Subsidiary, on a consolidated basis to one or more unrelated persons or entities, (ii) a Change in Control, or (iii) the Participant executes and delivers sale or other transfer of outstanding Common Stock to one or more unrelated persons or entities (including by way of a merger, reorganization or consolidation in which the Employing Company (and does not revokeoutstanding Common Stock are converted into or exchanged for securities of the successor entity) a general release where the stockholders of claims the Company, immediately prior to such sale or other transfer, would not, immediately after such sale or transfer, beneficially own shares representing in a form satisfactory to the Administrator within sixty (60) days following such termination aggregate more than 50 percent of the voting shares of the acquirer or surviving entity (or such shorter period as may be specified its ultimate parent corporation, if any). For the purpose of sub-section (iii) of this definition, only voting shares of the acquirer or surviving entity (or its ultimate parent, if any) received by stockholders of the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and exchange for Common Stock shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subjectcounted, and in addition, to any voting shares of the foregoingacquirer or surviving entity (or its ultimate parent, if the Participant’s employment is terminated (Aany) at the convenience already owned by stockholders of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) transaction shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 anddisregarded.

Vesting. Except as otherwise determined by the Committee in its sole discretion (asubject to Section 23 of the Plan) To or as otherwise provided in this Section 3 or Section 9, the extent that vesting of the PSs covered hereby shall be subject to (i) the achievement of the performance goals as set forth in the Award Summary (the “Performance Goals for Goals”) as determined by the applicable Performance Period have been achieved, Committee and (ii) the Employee’s continued employment with the Company or a number of PSUs granted under this PSU Agreement shall vest based subsidiary or affiliate through the vesting date indicated on the applicable Share Delivery Factor on the date of the Committee’s certification of the Performance Goals in accordance with Section 3 Award Summary (the “Vesting Date”). In the event the achievement of the Performance Goals is "below threshold" level, then all of the PSs will be forfeited; provided in the event that achievement of the Participant remains Performance Goals is between "threshold" and "target" level, then no less than 50% and no more than 100% of the Target PSs will vest; and in continuous the event achievement of the Performance Goals is between "target" and "maximum" level, then no less than 100% and no more than 200% of the Target PSs will vest, in each case as set forth in the Award Summary and subject to the Employee's continued employment through the Vesting Date as described in clause (ii) of the immediately preceding sentence. EXHIBIT 10.6(a)(v) Upon the occurrence of an event constituting a Change in Control prior to the Vesting Date, notwithstanding anything to the contrary in Section 22(b) of the Plan, the Performance Goals shall be deemed achieved at target level, but thereafter the PSs, and any dividend equivalents with respect thereto, shall remain outstanding and thereafter the vesting of such PSs, and any dividend equivalents with respect thereto, shall be subject to the Employee’s continued employment with the Company or a subsidiary or an Affiliate thereof affiliate through the Performance Period End Vesting Date. (b, at which time such PSs shall be paid in cash in accordance with Section 22(f) Except as of the Plan at the earliest time set forth in Section 4(c22(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan that will not trigger tax or this PSU Agreement, the PSUs shall terminate effective as penalty under Section 409A of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force)Code, as determined by the Administrator Committee; provided that such PSs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in its sole discretion, Section 9 in the event of the Employee’s termination of employment following such Change in Control and prior to the Performance Period End Vesting Date or (B) by reason in the event such Change in Control occurs following a termination of the Retirement Employee’s employment. Upon payment pursuant to the terms of the ParticipantPlan, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) such awards shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andcancelled.

Vesting. Subject to the Participant’s continued Employment except as specifically provided herein or in the Plan, the PRSUs granted hereunder will vest on January 1, 2022 (a) To the extent that earliest of such date, the Performance Goals for Participant’s Retirement and the applicable Performance Period have been achievedoccurrence of a Change of Control, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date of the Committee’s certification of the Performance Goals in accordance with Section 3 (the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth in Section 4(c) below, if If the Participant’s employment is terminated for any reason prior to Employment terminates before the Performance Period End Vesting Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall no amounts will be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of payable hereunder unless the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment Employment is terminated by the Company without Cause within 180 days before the Vesting Date, or any on account of its direct and indirect subsidiaries his or such other company as designated by the Administrator (each an “Employing Company”) without her death or Disability, in which case the Participant being or the Participant’s estate will be entitled to retain a Bad Leaver or by pro rated number of PRSUs, which shall remain eligible for payment in accordance with Section 5 below (including application of any Performance Modifier). For purposes of the foregoing, the pro rated number of PRSUs the Participant for Good Reasonor the Participant’s estate shall be entitled to retain shall be calculated by multiplying the total number of PRSUs awarded hereunder by a fraction, the numerator of which is the number of days worked since the beginning of 2019 and the denominator of which is the total number of days in either case within twelve months following the Vesting Period (i.e., the number of days between January 1, 2019 and January 1, 2022). Notwithstanding the foregoing, all outstanding PRSUs will fully vest upon the Participant’s Retirement or a Change of Control and (ii) the Participant executes and delivers will continue to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company paid out in accordance with applicable lawSection 5 below (including application of any Performance Modifier); provided, then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date however, that if such Change of such termination Control is a Qualified Change of employment based on the Share Delivery Factor calculated Control, notwithstanding anything set forth in Section 5, payments made pursuant to Section 2. Subject, 5 shall be made at the time(s) and in addition, the same form of consideration as the consideration delivered to the foregoing, if the ParticipantCompany’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, Members in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andsuch transaction.

Vesting. Except as otherwise determined by the Committee in its sole discretion (a) To the extent that the Performance Goals for the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date subject to Section 23 of the Committee’s certification Plan) or as otherwise provided in this Section 3 or Section 9, the vesting of the Performance Goals PSs covered hereby shall be subject to (i) the achievement of the performance goals as set forth in accordance with Section 3 the Award Summary (the “Vesting Date”); provided that "Performance Goals") as determined by the Participant remains in continuous Committee and (ii) the Employee's continued employment with the Company or an Affiliate thereof a subsidiary or affiliate through December 31, 2020 (the "Vesting Date"). In the event the achievement of the Performance Period End Date. (b) Except Goals is "below threshold" level, then all of the PSs will be forfeited; in the event that achievement of the Performance Goals is between "threshold" and "target" level, then no less than 50% and no more than 100% of the Target PSs will vest; and in the event achievement of the Performance Goals is between "target" and "maximum" level, then no less than 100% and no more than 200% of the Target PSs will vest, in each case as set forth in Section 4(cthe Award Summary and subject to the Employee's continued employment through the Vesting Date as described in clause (ii) below, if of the Participant’s employment is terminated for any reason immediately preceding sentence. Upon the occurrence of an event constituting a Change in Control prior to the Performance Period End Vesting Date, then all rights notwithstanding anything to the contrary in Section 22(b) of the Participant Plan, the Performance Goals shall be deemed achieved at target level, but thereafter the PSs, and any dividend equivalents with respect thereto, shall remain outstanding and thereafter the vesting of such PSs, and any dividend equivalents with respect thereto, shall be subject to PSUs that have not vested as of the date of termination Employee's continued employment with the Company or a subsidiary or an affiliate through the Vesting Date, at which time such PSs shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision be paid in cash in accordance with Section 22(f) of the Plan or this PSU Agreement, at the PSUs shall terminate effective as earliest time set forth in Section 22(c) of the date of such violation (rather than the date on which such violation comes to the attention Plan that will not trigger tax or penalty under Section 409A of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force)Code, as determined by the Administrator Committee; provided that such PSs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in its sole discretion, Section 9 in the event of the Employee's termination of employment following such Change in Control and prior to the Performance Period End Vesting Date or (B) by reason in the event such Change in Control occurs following a termination of the Retirement Employee's employment. Upon payment pursuant to the terms of the ParticipantPlan, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) such awards shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andcancelled.

Vesting. (a) To Subject to the extent that Participant’s continued service on the Performance Goals for Board through the applicable Performance Period have been achieveddate or event, a number 100% of PSUs granted under this PSU Agreement the Units shall vest based become vested on the applicable Share Delivery Factor on the date earliest of the Committee’s certification of the Performance Goals in accordance with Section 3 (such date, the “Vesting Date”): (i) the first anniversary of the Grant Date; (ii) the date of the annual shareholders’ meeting that next follows the Grant Date; or (iii) immediately prior to, but contingent upon the occurrence of, a Change in Control (which, solely for purposes of this Agreement, will have the meaning defined in the Policy); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth Notwithstanding anything to the contrary in Section 4(c) below2(a), if in the event of the Participant’s employment is terminated for any reason Separation from Service (as defined in the Policy) as a result of the Participant’s death prior to the Performance Period End Datedate the Units otherwise vest, then all rights a pro-rata portion of the Participant with respect to PSUs that have not vested as of the date of termination unvested Units shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date vest on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination death, determined based on the number of employmentdays the Participant served on the Board from and after the Grant Date and prior to the Participant’s Separation from Service relative to the total number of days during the period beginning on the Grant Date and ending on the Vesting Date. Any (c) Upon the Participant’s Separation from Service for any reason, any Unit (or portion thereof) that has not become vested on or prior to the effective date of such unvested PSUs terminated pursuant to this Section 4(bSeparation from Service (including, for the avoidance of doubt, in accordance with the terms of Sections 2(a) shall or (b)) will then be forfeited without payment of any considerationimmediately and automatically, and neither the Participant nor will have no further rights with respect thereto. (d) For purposes of the Units, the Participant’s Separation from Service will be considered to occur as of the date the Participant is no longer actively providing Service to the Company or any Affiliate or Subsidiary (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is providing Service or the terms of the Participant’s successorsService agreement, heirsif any), assignsand unless otherwise expressly provided in this Agreement or determined by the Company, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by right to vest in the Company or any of its direct and indirect subsidiaries or such other company Units under the Plan, if any, will terminate as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subjectdate and will not be extended by any notice period (e.g., and in addition, to the foregoing, if the Participant’s period of Service will not include any contractual notice period or any period of “garden leave” or similar period mandated under employment is terminated (A) at laws in the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment jurisdiction where the Participant is a Bad Leaver and provided Participant executes and delivers to providing Service or the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification terms of the Performance Goals as described in Section 3 andParticipant’s Service agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing Service for purposes of the Units (including whether the Participant may still be considered to be providing Service while on a leave of absence).

Vesting. (a) To the extent that the Performance Goals for the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date of the Committee’s certification of the Performance Goals in accordance with Section 3 (the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of Unless the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator otherwise determines in its sole discretion, prior subject to earlier vesting in accordance with Section 6 of this Agreement or Section 10.1(b) of the Plan, the Grantee will become vested as to that number of Restricted Stock Units (if any) that is equal to the Performance Period End Date fraction or percentage set forth on Schedule I hereto (Bthe “Vesting Percentage”) by reason of the Retirement total number of Restricted Stock Units that are subject to this Agreement, rounded down to the nearest whole number of such Restricted Stock Units on each of the ParticipantVesting Dates indicated on Schedule I hereto, andand upon the satisfaction of any other applicable restrictions, in either caseterms and conditions of the Plan and this Agreement, not under circumstances giving rise any RSU Dividend Equivalents with respect to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers Restricted Stock Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the Employing Company extent that the Restricted Stock Units related thereto shall have become vested in accordance with this Agreement. If rounding pursuant to the preceding sentence prevents any portion of a Restricted Stock Unit from becoming vested on a particular Vesting Date (and does not revoke) a general release of claims as described in (c)(ii) aboveany such portion, then the Pro-Rata Portion (as defined below) shall be eligible to vest an “Unvested Fractional Restricted Stock Unit”), one additional Restricted Stock Unit will become vested on the original earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Stock Units (including any Unvested Fractional Restricted Stock Unit created on such succeeding Vesting Date) equals or exceeds one whole Restricted Stock Unit, with any excess treated as an Unvested Fractional Restricted Stock Unit thereafter subject to the achievement application of this sentence and certification the following sentence. Any Unvested Fractional Restricted Stock Unit comprising part of a whole Restricted Stock Unit that vests pursuant to the Performance Goals as described in Section 3 andpreceding sentence will thereafter cease to be an Unvested Fractional Restricted Stock Unit.

Vesting. Except as otherwise determined by the Committee in its sole discretion (a) To the extent that the Performance Goals for the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date subject to Section 6 of the Committee’s certification of the Performance Goals Plan) or as otherwise provided in accordance with this Section 3 (or Section 8, the “Vesting Date”); provided that vesting of RSUs covered hereby shall be subject to the Participant remains in continuous Employee’s continued employment with or other provision of services to the Company or an Affiliate thereof a subsidiary or affiliate through the Performance Period End applicable Vesting Date. (b) Except as set forth in Section 4(c) belowFor the avoidance of doubt, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights change of the Participant with respect Employee’s status from employee to PSUs that have not vested as non-employee member of the date Board of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention Directors of the Company) and the Participant shall be required , consultant or contractor who continues to return provide services to the Company the shares or a subsidiary or affiliate will not be considered a termination for purposes of Common Stock this Agreement. The Employee shall be eligible to vest in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value one-third of the shares of Common Stock covered by this Agreement as set forth in respect the Award Summary on each of vested PSUs as December 31, 2024, December 31, 2025 and December 31, 2026 (each, a “Vesting Date”). Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the RSUs outstanding on the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) Change in Control, and any dividend equivalents with respect thereto, shall be forfeited without payment assumed by the successor company (or its parent company) and remain outstanding and thereafter the vesting of any considerationsuch RSUs, and neither any dividend equivalents with respect thereto, shall be subject to the Participant nor any Employee’s continued employment with or provision of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by services to the Company or any of its direct and indirect subsidiaries a subsidiary or an affiliate through each applicable Vesting Date as provided in this Section 3, at which time such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs RSUs shall immediately vest and shall be settled as soon as practicable after paid in accordance with the date terms of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) Plan at the convenience earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Employing Company (which includes, but is not limited to, in connection with a reduction in force)Code, as determined by the Administrator Committee; provided that the RSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in its sole discretion, Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to a Vesting Date. Upon payment pursuant to the Performance Period End Date or (B) by reason terms of the Retirement of the ParticipantPlan, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) such awards shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andcancelled.

Vesting. (a) To the extent that the Performance Goals for the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement shall The RSUs will vest based on the applicable Share Delivery Factor on the date of the Committee’s certification of the Performance Goals in accordance with Section 3 (the “Vesting Date”); provided that ” set forth in this Award Agreement subject to your continued Service (including, for the Participant remains in continuous employment avoidance of doubt, service as a consultant or advisor) with the Company or an Affiliate thereof through one of its Subsidiaries or Affiliates, except as otherwise set forth in the Performance Period End Date. Plan or this Award Agreement (b) Except including, without limitation, the section below titled “Termination”), and subject to forfeiture as set forth in Section 4(c) belowthe section below titled “Forfeiture of Unvested RSUs upon the Transfer of Related Shares.” Prior to the vesting and settlement of the RSUs, if you will not have any rights of a shareholder with respect to the Participant’s employment is terminated for any reason RSUs or the Shares subject thereto. Shares due to you upon vesting and settlement of the RSUs will be delivered in accordance with the provisions of the section below titled “Settlement of Vested RSUs.” However, no Shares will be delivered pursuant to the vesting of the RSUs prior to the Performance Period End Date, then fulfillment of all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If following conditions: (i) you have complied with your obligations under this Award Agreement and the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good ReasonPlan, in either case within twelve months following a Change of Control and (ii) the Participant executes vesting of the RSUs and delivers to the Employing Company (and does not revoke) a general release delivery of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance Shares complies with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date (iii) full payment (or satisfactory provision therefor) of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Proany Tax-Rata Portion Related Items (as defined below), (iv) shall the admission of the Shares to listing on all stock exchanges on which the Shares are then listed, (v) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission (the “Commission”) or other governmental regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary and advisable, or if the offering of the Shares is not so registered, a determination by the Company that the issuance of the Shares would be eligible exempt from any such registration or qualification requirements, (vi) the obtaining of any approval or other clearance from any state, federal or foreign governmental agency that the Committee shall, in its absolute discretion, determine to vest on be necessary or advisable and (vii) the original Vesting Datelapse of any such reasonable period of time following the date the RSUs become payable as the Committee may from time to time establish for reasons of administrative convenience, subject to the achievement and certification compliance with Section 409A of the Performance Goals Code. Until such time as described in Section 3 andthe Shares are delivered to you (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), you will have no right to vote or receive dividends or any other rights as a shareholder with respect to such Shares, notwithstanding the vesting of the RSUs.

Vesting. This Warrant shall become exercisable with respect to Warrant Shares (“vest”) as follows: (i) with respect to [ ](1) Warrant Shares, on the 31st day following the Demand Date if a Demand Registration Statement shall not have filed with the SEC by such date, (ii) with respect to an additional [ ] Warrant Shares, on the 121st day following the Demand Date, if a Demand Registration Statement shall not have been declared effective by the SEC by such date, (iii) with respect to an additional [ ] Warrant Shares, on the 151st day following the Demand Date, if a Demand Registration Statement covering the resale of the Shares shall not have been declared effective by the SEC by such date, and (iv) with respect to the remaining [ ] Warrant Shares, on the 181st day following the Demand Date, if a Demand Registration Statement covering the resale of the Shares shall not have been declared effective by the SEC by such date; provided, however, that notwithstanding the foregoing, the Warrant Shares shall vest in accordance with clauses (i)-(iv) above only to the extent that, after giving effect to such vesting, such vesting will not result in the Holder (together with its Affiliates) owning, holding or beneficially owning more than 9.9% of the Common Stock (the “Ownership Limit”), and at any time, and from time to time, if the Holder (together with its Affiliates) owns, holds or beneficially owns a percentage less than the Ownership Limit, then this Warrant shall thereafter continue to vest, first with respect to any Warrant Shares that would have vested in accordance with clauses (i)-(iii) above but for the Ownership Limit and second, otherwise in accordance with clauses (i)-(iii) above, but in each case, again, only to the extent that, after giving effect to such vesting, such vesting will not result in the Holder (together with its Affiliates) owning, holding or beneficially owning more than the Ownership Limit; provided further that no Warrant Shares shall “vest” and this Warrant shall immediately terminate if in connection with the first Demand Request, (a) To a Demand Registration Statement is filed on or prior to the extent that 31st day following the Performance Goals for the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date of the Committee’s certification of the Performance Goals in accordance with Section 3 (the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. Demand Date and (b) Except as set forth in Section 4(c) below, if such Demand Registration Statement has been declared effective by the Participant’s employment is terminated for any reason SEC prior to the Performance Period End 121st day following the Demand Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 and.

Vesting. Except as otherwise provided in this Agreement, the restrictions described in Section 2 of this Agreement will lapse at such times and on such dates (each, a “Vesting Date”) as are prescribed by the terms of the grant; provided, that, the Grantee is still employed or performing services for the Company on each such Vesting Date. In the event of the Grantee’s termination of employment or service prior to the date that all of the Restricted Stock is vested, except as otherwise provided in this Agreement, all Restricted Stock still subject to restriction shall be forfeited. (a) To If the extent Grantee’s termination of employment or service is due to death and such death occurs prior to the date that all of the Performance Goals for Restricted Stock is vested, all restrictions will lapse with respect to 100% of the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor Restricted Stock still subject to restriction on the date of death. (b) If the CommitteeGrantee’s certification termination of employment or service is due to Disability (as defined in herein) or Retirement (as defined herein) and such Disability or Retirement, as the case may be, occurs prior to the date that all of the Performance Goals Restricted Stock is vested, the Grantee shall be treated, for purposes of this Agreement only, as if his/her employment or service continued with the Company until the date that all restrictions on the Restricted Stock have lapsed (the “Extension Period”) and such Restricted Stock will vest in accordance with the schedule set forth herein; provided, that, if the Grantee dies during the Extension Period and the Restricted Stock has not been forfeited in accordance with Section 3 4(c), all restrictions will lapse with respect to 100% of the Restricted Stock still subject to restriction on the date of death. “Disability” shall mean (i) if the “Vesting Date”); provided that the Participant remains in continuous Grantee’s employment with the Company is subject to the terms of an -2- employment or an Affiliate thereof through other service agreement between such Grantee and the Performance Period End Date. (b) Except as Company, which agreement includes a definition of “Disability”, the term “Disability” shall have the meaning set forth in Section 4(csuch agreement during the period that such agreement remains in effect; and (ii) belowin all other cases, if the Participantterm “Disability” shall mean a physical or mental infirmity which impairs the Grantee’s employment is terminated ability to perform substantially his or her duties for any reason prior to a period of one hundred eighty (180) consecutive days. “Retirement” shall mean the Performance Period End Date, then all rights Grantee’s resignation from the Company on or after the date on which the sum of the Participant with respect to PSUs that have not vested his/her (i) full years of age (measured as of his/her last birthday preceding the date of termination shall immediately terminate without notice of employment or service) and without (ii) full years of service with the Company (or any compensationparent or subsidiary) measured from his date of hire (or re-hire, if later), is equal at least seventy (70); provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreementthat, the PSUs shall terminate effective as Grantee must have attained at least the age of sixty (60) and completed at least five (5) full years of service with the Company (or any parent or subsidiary) prior to the date of such violation (rather than his/her resignation. Any disputes relating to whether the date on which such violation comes to the attention Grantee is eligible for Retirement under this Agreement, including, without limitation, his years’ of the Company) and the Participant service, shall be required to return to settled by the Company the shares of Common Stock Committee in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUsits sole discretion. (c) If (i) the ParticipantGrantee’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, or service is for any other reason and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, such termination occurs prior to the Performance Period End Date or (B) by reason date that all of the Retirement Restricted Stock is vested, the Restricted Stock still subject to restriction shall automatically be forfeited upon such cessation of employment or services. (d) The terms “Disability” and “Retirement” are used herein with the respective meanings for such terms set forth herein, notwithstanding that different definitions for such terms may be set forth in the Plan. The term “Company” as used in this Agreement with reference to employment or service of the ParticipantGrantee shall include the Company and its parent and subsidiaries, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andappropriate. 4.

Vesting. Subject to Sections 4 and 6 below, and pursuant to the terms of this Agreement and the Plan (a) To and as summarized on Exhibit A attached hereto), the Restricted Stock Units shall be eligible to vest and no longer be subject to Restrictions as of the Vesting Date to the extent that the MSCI Index Relative Performance Goals goals set forth on Exhibit A attached hereto are satisfied for the applicable Performance Period have been achieved(as may be modified for Absolute Total Shareholder Return as set forth on Exhibit A) (each such term as defined below or on Exhibit A), a number of PSUs granted under this PSU Agreement shall vest based on subject to the applicable Share Delivery Factor on the date Awardee being an employee of the Committee’s certification Company or an Affiliate thereof through the Vesting Date. As soon as reasonably practicable following the end of the Performance Goals Period (but in accordance with Section 3 no event later than thirty (30) days after the end of the Performance Period), the Committee shall determine (such date of determination by the Committee, the “Vesting Date”) the Company TSR Percentage, the MSCI Index TSR Percentage, the MSCI Index Relative Performance, the Vesting Percentage, the Absolute Total Shareholder Return and the number of Restricted Stock Units subject hereto that have become vested and no longer subject to Restrictions as of the Vesting Date (with any fractional Restricted Stock Unit rounded as determined by the Company); provided . Any Restricted Stock Units subject hereto that have not become vested and no longer subject to Restrictions as of the Participant Vesting Date for any reason shall immediately be forfeited as of such date without consideration therefor, and the Awardee shall have no further right or interest in or with respect to such Restricted Stock Units. Notwithstanding the foregoing, in the event that a Change of Control occurs prior to the end of the Performance Period and the Awardee remains in continuous continued employment with the Company or an Affiliate thereof through until at least immediately prior to the Change of Control, a number of Restricted Stock Units equal to the product of (x) the number of then-outstanding Restricted Stock Units multiplied by (y) the Vesting Percentage calculated assuming that the MSCI Index Relative Performance for the Performance Period End Date. is attained at Target Level (b) Except as set forth in Section 4(con Exhibit A) below, if the Participant’s employment is terminated for (with any reason prior to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not vested fractional Restricted Stock Unit rounded as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation determined by the Participant of any provision of the Plan or this PSU Agreement, the PSUs Company) shall terminate effective automatically become fully vested and no longer subject to Restrictions as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) Control. For purposes of this Agreement, the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs terms shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined have their respective meanings set forth below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 and:

Vesting. (a) To All Executive Units are subject to the extent that vesting provisions contained in this Article IV and, unless otherwise agreed between the Performance Goals for the applicable Performance Period have been achievedLLC, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date Neenah, CVC and Executive, none of the Committee’s certification of the Performance Goals in accordance with Section 3 (the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not Executive Units will be vested as of the date of termination shall immediately terminate without notice and without any compensationacquisition thereof; provided, that upon for the violation avoidance of doubt, the Units acquired by Executive pursuant to the Participant SAR Exchange Agreement shall be subject to the vesting provisions contained therein. So long as Executive shall have been employed by Neenah pursuant to Section 2.1 or shall have been performing the services requested of any provision Executive, if any, pursuant to Section 2.5 through each anniversary (each, a "Vesting Date") of the Plan date or this PSU Agreementdates on which any Executive Units are purchased or otherwise acquired by Executive (each, a "Purchase Date"), twenty percent of the total Executive Units acquired on any given Purchase Date shall vest in Executive as of such Vesting Date (such Executive Units which have so vested, the PSUs "Vested Units", and any Executive Units which have not so vested, the "Unvested Units") such that the total number of Executive Units acquired on any given Purchase Date shall terminate effective have become Vested Units as of the date fifth anniversary of each such violation (rather than Purchase Date assuming compliance with the date on preceding clause. If the Consulting Period terminates in accordance with its terms as a result of Neenah or Executive having given a Non- Continuation Notice, any Executive Units which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs are Unvested Units as of the date last day of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) Consulting Period shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible continue to vest on the original Vesting each anniversary date of a Purchase Date, subject to earlier repurchase pursuant to Section 4.2, in accordance with the achievement and certification of the Performance Goals as described in Section 3 andpreceding sentence notwithstanding that Executive shall no longer be employed by Neenah.

Vesting. (a) To Grossly exceeding the extent that the Performance Goals for the applicable Performance Period have been achieved, a number "Company Annual Revenue" or "Stock Price" targets as of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date any of the Committee’s certification annual target measurement dates, as detailed in the above Vesting Schedule will not cause an acceleration of the Performance Goals in accordance with Section 3 (the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Datevesting of these shares. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights The market price of the Participant with respect Company's shares shall not be a cause for default of payment of this Note by the Maker. All payments shall be made to PSUs that Payee at address below or at such other place as the Payee may from time to time designate. Any payments on account of principal and interest shall be applied first to interest as aforesaid and the remainder thereof shall be applied to principal. Maker shall have not vested as the privilege of paying the date of termination shall immediately terminate principal in whole or in part at any time, and such payments may be made without notice and without any compensationpenalty or premium; provided, however, that upon the violation each payment shall be accompanied by the Participant any accrued interest then due. Presentment for payment or acceptance, and notice of dishonor of payment or acceptance, notice of protest and notice of any provision renewal, extension, modification or change of time, manner, place or terms of payment, are hereby waived by Maker or any endorsers, sureties and guarantors hereof. Any failure or delay of Payee to exercise any right hereunder shall not be construed as a waiver of the Plan right to exercise the same or any other right at any other time or times. The waiver by Payee of a breach or default of any provisions of this PSU AgreementNote shall not operate or be construed as a waiver of any subsequent breach or default thereof. Maker agrees to reimburse Payee for all costs and expenses, including reasonable attorneys' fees, incurred by Payee to enforce the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) provisions hereof and the Participant collect Maker's obligations hereunder. This Note shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any considerationconstrued according to, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after governed by the date laws of such termination the Commonwealth of employment based on Pennsylvania. The provisions of this Note shall be deemed severable, so that if any provisions hereof is declared invalid under the Share Delivery Factor calculated pursuant to Section 2laws of any state where it is in effect, or of the United States, all other provisions of this Note shall continue in full force and effect. SubjectThis Note shall be binding upon the successors and assigns of the Maker, and in addition, shall inure to the foregoing, if the Participant’s employment is terminated (A) at the convenience benefit of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined and be enforceable by the Administrator in its sole discretionheirs, prior to the Performance Period End Date personal representatives, successors and assigns of Payee or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andany other Payee thereof.

Vesting. (a) To the extent that the Performance Goals for the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement This option shall vest based and become exercisable evenly over four years, commencing on March 1, 2007, at the rate of 25% per year, subject to your continued employment on the applicable Share Delivery Factor vesting date. This option shall be subject to acceleration of vesting and exercisability as provided in the Employment Agreement and you will receive credit for one additional year of service for determining your vesting and exercisability rights on the first date on which you have earned a “Threshold Supplemental Performance Bonus” and your right to exercise the option shall become fully vested and exercisable on the first date on which you have earned the “Maximum Supplemental Performance Bonus,” as each such term is defined in the Employment Agreement. Payment Methods Payment of the option price shall be made in U.S. dollars or in Common Stock of the Corporation valued at its fair market value, or in a combination of such Common Stock and cash, or by any other method as may be approved by the Compensation Committee or otherwise permitted under the Plan. However, payment may not be made with Common Stock unless stock has been held for at least six months. Payment shall be made to the Corporation at its corporate office, Castle Brands Inc., 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: President. Conditions of Exercisability The exercise of your option is subject to the following terms and conditions: As a prerequisite to delivery of any stock certificates upon your exercise of an option granted hereunder, you shall give an undertaking and agree to the placing of such legends on your certificates as may be required by the Compensation Committee to assure compliance with any federal or state securities laws. The Common Stock purchased pursuant to the exercise of an option granted hereunder cannot be sold unless it has been registered under the Securities Act of 1933, as amended (the “Act”), or is subject to an exemption from registration under such Act. Except as provided below or in the Employment Agreement, you must be an employee or director of, or a consultant to the Corporation or one of its subsidiaries at the date of exercise and that employment, directorship or consultancy must have been continuous from the Committee’s certification date hereof. For the purposes of the Performance Goals in accordance with Section 3 (Plan, persons on company-authorized leaves of absence are considered employees; however, long-term disability is not considered employment. In the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights event of a change of control of the Participant with respect Corporation your rights to PSUs that exercise this option shall be governed by your employment agreement, or if not specifically addressed in your employment agreement or if you do not have not vested as of the date of termination an employment agreement, shall immediately terminate without notice and without any compensation; provided, that upon the violation be governed by the Participant Plan. In the event of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company your death or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release termination of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (your employment, directorship or such shorter period as may be specified consultancy by the Employing Company in accordance with applicable law)Corporation for cause or without cause, then all unvested PSUs shall immediately vest and by you or due to long-term disability while an active employee, director or consultant, your rights to exercise this option shall be settled as soon as practicable after the date of such termination of governed by your employment based on the Share Delivery Factor calculated pursuant to Section 2. Subjectagreement, and or if not specifically addressed in additionyour employment agreement or if you do not have an employment agreement, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andfollows:

Vesting. (a) To the extent that the Performance Goals for the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date of the Committee’s certification of the Performance Goals in accordance with Section 3 (the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of Unless the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator otherwise determines in its sole discretion, prior subject to earlier vesting in accordance with Section 6 of this Agreement or Section 10.1(b) of the Plan, the Grantee will become vested as to that number of of Restricted Stock Units (if any) that is equal to the Performance Period End Date fraction or percentage set forth on Schedule I hereto (Bthe “Vesting Percentage”) by reason of the Retirement total number of Restricted Stock Units that are subject to this Agreement, rounded down to the nearest whole number of Restricted Stock Units on each of the ParticipantVesting Dates indicated on Schedule I hereto, andand upon the satisfaction of any other applicable restrictions, in either caseterms and conditions of the Plan and this Agreement, not under circumstances giving rise any RSU Dividend Equivalents with respect to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers Restricted Stock Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the Employing Company extent that the Restricted Stock Units related thereto shall have become vested in accordance with this Agreement. If rounding pursuant to the preceding sentence prevents any portion of a Restricted Stock Unit from becoming vested on a particular Vesting Date (and does not revoke) a general release of claims as described in (c)(ii) aboveany such portion, then the Pro-Rata Portion (as defined below) shall be eligible to vest an “Unvested Fractional Restricted Stock Unit”), one additional Restricted Stock Unit will become vested on the original earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Stock Units (including any Unvested Fractional Restricted Stock Unit created on such succeeding Vesting Date) equals or exceeds one whole Restricted Stock Unit, with any excess treated as an Unvested Fractional Restricted Stock Unit thereafter subject to the achievement application of this sentence and certification the following sentence. Any Unvested Fractional Restricted Stock Unit comprising part of a whole Restricted Stock Unit that vests pursuant to the Performance Goals as described in Section 3 andpreceding sentence will thereafter cease to be an Unvested Fractional Restricted Stock Unit.

Vesting. (a) To the extent that the Performance Goals for the applicable Performance Period have been achievedachieved and certified in accordance with Section 3, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date of the Committee’s certification of the Performance Goals in accordance with Section 3 Period End Date (the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Vesting Date. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Vesting Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Vesting Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andand based on the applicable Share Delivery Factor calculated pursuant to Section 3(a). 2

Vesting. Except as otherwise provided in Sections 5 and 6 of this Agreement, the restrictions on the Shares will lapse and the Shares will no longer be subject to forfeiture on the last day of the Period of Restriction, provided that both of the following conditions are met: (ai) you have been continuously employed by the Company as Chief Executive Officer until the last day of the Period of Restriction and (ii) on or prior to the last day of the Period of Restriction the Compensation and Leadership Development Committee (the "Committee") has certified that the performance goals specified in Exhibit A to this Agreement (the "Performance Goals") have been satisfied and the Shares have been earned. To the extent that the Performance Goals for are not satisfied (with the applicable Performance Period result that either no Shares or less than all Shares have been achieved, a number of PSUs granted under this PSU Agreement shall vest based on earned) by the applicable Share Delivery Factor on the date end of the Committee’s certification Period of the Performance Goals in accordance with Section 3 (the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End DateRestriction, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; providedunearned Shares will be forfeited, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention last day of the Company) and the Participant shall be required to return to the Company the shares Period of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value Restriction. Early lapse of the shares forfeiture restrictions may occur as described in Sections 6 and 7. Shares that have been earned and with respect to which the Period of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company Restriction has lapsed in accordance with applicable law), then all unvested PSUs shall immediately the preceding paragraph or Sections 6 or 7 are referred to herein as "Vested Shares." Shares that have not been earned and with respect to which the Period of Restriction has not lapsed in accordance with the preceding paragraph or Sections 6 or 7 are referred to herein as "Unvested Shares." The Unvested Shares will vest (and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior extent so vested cease to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, Unvested Shares remaining subject to forfeiture) in accordance with the achievement preceding paragraph or Sections 6 or 7. Collectively, the Unvested Shares and certification the Vested Shares are referred to herein as the "Shares." All Vested Shares, including Unvested Shares that are accelerated in accordance with Sections 6 or 7, will be paid in shares of the Performance Goals as described in Section 3 andPuget Energy, Inc. common stock.

Vesting. 5.1 The RSUs with respect to 3 Common Shares will vest in substantially equal installments of 25% on each of the first four anniversaries of March 15 of the year of grant (a) To the extent that the Performance Goals for the applicable Performance Period have been achievedeach such anniversary, a “Vesting Date”), subject to Executive continuing to be Employed through each such Vesting Date except as otherwise provided in this Section 5.1 (such RSUs, the “Time-Based RSUs”). For clarification purposes, the Time-Based RSUs granted pursuant to this Agreement shall have vested in full on March 15, 202[3][4]. Notwithstanding the foregoing, (i) in the event the Board determines that Executive will no longer serve as the Chief Executive Officer under the terms of the Employment Agreement and, as a result, Executive ceases to be Employed prior to the occurrence of one or more Vesting Dates applicable to the Time-Based RSUs, and (ii) the Board determines in its sole discretion that as of the date Executive ceases to be Employed (A) the Company has hired a new Chief Executive 2 The number of PSUs granted under this PSU Agreement shall vest based on Common Shares underlying each grant will be equal to five million dollars ($5,000,000) divided by the applicable then-current fair market value of a Common Share Delivery Factor on the date of grant, as determined by the Committee’s certification Board of Directors in good faith. 3 75% of the Performance Goals total grant. Officer, and (B) Executive has provided a transition plan and such assistance to the Company and such new Chief Executive Officer as the Board in accordance its reasonable, good faith discretion believes is necessary and appropriate to ensure a smooth transition of the role (a “Qualifying Resignation”), the Time-Based RSUs for which a Vesting Date has not otherwise occurred will become vested as of the date Executive ceases to be Employed (such date, with Section 3 (the respect to such RSUs, also a “Vesting Date”); provided provided, that with respect to any Time-Based RSUs granted within the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. twelve (b12) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason months immediately prior to the Performance Period End Datedate Executive ceases to be Employed, then all rights only a pro rata portion of such Time-Based RSUs will become vested in accordance with this Section 5.1, which portion is equal to the Participant with respect number of months in which Executive was employed during the four (4) year vesting period applicable to PSUs that have not vested such Time-Based RSUs divided by forty-eight (48). Following the occurrence of a Change in Control or a Liquidity Event, in either case in the event the Majority Stockholder as of the date of termination shall immediately terminate without notice and without any compensation; providedDecember 19, that upon 2017 ceases to hold or have the violation by the Participant of any provision right to appoint or elect a majority of the Plan or this PSU Agreementseats on the Board, for purposes of making the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and determination under prong (ii) the Participant executes and delivers as to the Employing Company (and does not revoke) whether a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company Qualifying Resignation has occurred in accordance with applicable law)the above, then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to without otherwise limiting the foregoing, if following Executive’s notice to the ParticipantBoard of his desire to step down from the role of Chief Executive Officer, Executive shall propose such candidates for the role as Executive deems appropriate and the Board shall take (or have taken) all commercially reasonable efforts to accommodate Executive’s employment is terminated request to step down from the role of Chief Executive Officer within a reasonable period of time following notice thereof, and shall consider (Aor have considered) at any reasonable candidate(s) for the convenience role of Chief Executive Officer in good faith (it being understood that the Employing Company (which includes, but is not limited to, in connection with decision to and whom to appoint as a reduction in force), as determined new Chief Executive Officer shall continue to be made by the Administrator Board in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 and).

Vesting. (a) To the extent that the Performance Goals for the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement The shares shall vest based on as set forth in the applicable Share Delivery Factor on the date Notice of the Committee’s certification of the Performance Goals in accordance with Section 3 (the “Vesting Date”)Grant; provided that (i) the shares shall vest immediately upon the death or Disability of the Participant remains while employed by the Company or any Affiliate, and (ii) in continuous the event of the Participant’s Retirement then (A) any service-based vesting requirement shall be deemed fully satisfied if such Restricted Stock Award was made at least one full year prior to such termination of employment with and (B) to the extent performance vesting goals are established in respect of the shares, any shares as to which the restrictions on transferability shall not already have lapsed shall vest at the end of the performance period to the extent the performance vesting goals are satisfied; provided, to the extent (1) such performance vesting goals are not satisfied at the end of the performance period, or (2) the Committee determines before the end of the performance period such performance vesting goals will not be attained, such shares will be forfeited. For the purposes of this Paragraph D, “Disability” means a physical or mental condition that qualifies the Grantee for long-term disability benefits under a long-term disability plan maintained by the Company or an Affiliate thereof through employing the Performance Period End DateGrantee. (b) Except as set forth in Section 4(c) belowFor the purposes of this Paragraph D, if the Participant’s “Retirement” means voluntary termination of employment is terminated for any reason prior to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an and all Affiliates after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reasonattaining age 65, in either case within twelve months following a Change of Control and (ii) qualifying for Rule of 80 retirement (combined age and years of service totaling 80), or (iii) attaining age 55 and completing 10 Years of Service. For purposes of this Paragraph D, “Years of Service” means a Participant’s complete 12-month periods of continuous employment (excluding any periods in which the Participant executes incurs a break in service) with the Company and delivers to the Employing Company (and does not revoke) its Affiliates. A Participant’s Years of Service shall include employment by a general release predecessor employer whose stock or substantially all of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified whose assets are acquired by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force)Company, as determined by the Administrator Committee or its designee. Upon vesting, as described above in its sole discretionthis Paragraph D, prior to and within thirty (30) days thereafter, the Performance Period End Date or shares shall be released (Bpaid) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or free of the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as restrictions described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andthis Agreement.

Vesting. (a) To the extent that the Performance Goals for If conditions to vesting as specified in this Agreement are not satisfied as of the applicable Performance Period vesting date(s), [unvested shares/deferred cash][the right to exercise a stock option] will be canceled. The vesting schedule of the Award is stated in the [Deferred Stock/Restricted Stock/Deferred Cash] Award Summary to which this Appendix is attached. If the vesting schedule provides for vesting in installments, the [shares subject to the Award][right to exercise a stock option] will vest in the amounts (subject to rounding) and pursuant to the schedule so provided. If all applicable conditions to vesting are satisfied, [the initial deferral amount, as adjusted to reflect interest accrued/notional gain (or loss) to the vesting date][shares subject to the Award] that vest thereby will no longer be subject to cancelation (except as provided in Section [6(f)], but Participant will not become entitled to receive such vested [shares][amounts] until their originally scheduled vesting date(s), unless Participant becomes entitled to an accelerated distribution upon the occurrence of events described in Section [6(b)(ii), (e) or (m)] of this Agreement]; [shares subject to a stock option ("Option shares") shall vest and become exercisable in the installment amounts (subject to rounding, in Citigroup's discretion) on the vesting dates set forth in the Stock Option Grant Summary, or, if applicable, at such earlier times as provided for upon the occurrence of the events described in Section [6] [SPECIFY APPLICABLE SUB-SECTIONS] of this Agreement]. Vesting and [distribution/payment/exercise] in each case are subject to receipt of the information necessary to make required tax payments and confirmation by Citigroup that all applicable conditions have been achievedsatisfied. Once Participant becomes entitled to receive [vested shares/deferred cash][shares acquired upon exercise of a stock option], a number [they will be distributed][the payment will be made] as soon as administratively practicable. All [distributions of PSUs granted under this PSU Agreement shall vest based shares][payments] pursuant to the Award will be net of any [shares][funds] withheld for taxes.] Vesting is conditioned on the applicable Share Delivery Factor on the date of the Committee’s certification of the Performance Goals in accordance with Section 3 (the “Vesting Date”); provided that the Participant remains in Participant's continuous employment with the Company or an Affiliate thereof through up to and including the Performance Period End Date. (b) Except as set forth in Section 4(c) scheduled vesting date, unless otherwise provided below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 and.

Vesting. Except as otherwise determined by the Committee in its sole discretion (a) To the extent that the Performance Goals for the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date subject to Section 23 of the Committee’s certification Plan) or as otherwise provided in this Section 3 or Section 9, the vesting of the PSs covered hereby shall be subject to (i) the achievement of the performance goals as set forth in the Award Summary (the “Performance Goals in accordance Goals”) as determined by the Committee and (ii) the Employee’s continued employment with Section 3 the Company or a subsidiary or affiliate through December 31, 2021 (the “Vesting Date”). In the event the achievement of the Performance Goals is "below threshold" level, then all of the PSs will be forfeited; provided in the event that achievement of the Participant remains Performance Goals is between "threshold" and "target" level, then no less than 50% and no more than 100% of the Target PSs will vest; and in continuous the event achievement of the Performance Goals is between "target" and "maximum" level, then no less than 100% and no more than 200% of the Target PSs will vest, in each case as set forth in the Award Summary and subject to the Employee's continued employment through the Vesting Date as described in clause (ii) of the immediately preceding sentence. Upon the occurrence of an event constituting a Change in Control prior to the Vesting Date, notwithstanding anything to the contrary in Section 22(b) of the Plan, the Performance Goals shall be deemed achieved at target level, but thereafter the PSs, and any dividend equivalents with respect thereto, shall remain outstanding and thereafter the vesting of such PSs, and any dividend equivalents with respect thereto, shall be subject to the Employee’s continued employment with the Company or a subsidiary or an Affiliate thereof affiliate through the Performance Period End Vesting Date. (b, at which time such PSs shall be paid in cash in accordance with Section 22(f) Except as of the Plan at the earliest time set forth in Section 4(c22(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan that will not trigger tax or this PSU Agreement, the PSUs shall terminate effective as penalty under Section 409A of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force)Code, as determined by the Administrator Committee; provided that such PSs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in its sole discretion, Section 9 in the event of the Employee’s termination of employment following such Change in Control and prior to the Performance Period End Vesting Date or (B) by reason in the event such Change in Control occurs following a termination of the Retirement Employee’s employment. Upon payment pursuant to the terms of the ParticipantPlan, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) such awards shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andcancelled.

Vesting. (a) To Unless the extent that the Performance Goals for the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date of the Committee’s certification of the Performance Goals in accordance with Section 3 (the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement or Section 11.1(b) of the Plan and subject to the last paragraph of this Section 5, the Restricted Share Units shall become vested in accordance with the following schedule (each date specified below being a Vesting Date): [__] Please refer to the website of the Third Party Administrator, which maintains the database for the Plan and provides related services, for the specific Vesting Dates related to the Restricted Share Units (click on the specific Grant Name or Grant ID in the Portfolio/Account Summary View). On each Vesting Date, and upon the satisfaction of any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Restricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Share Units related thereto shall have become vested in accordance with this Agreement. If the Grantee is suspended (with or without compensation) or is otherwise not in good standing with the Company or any Subsidiary as determined by the Company’s Chief Legal Officer due to an alleged violation of the Company’s Code of Conduct, applicable law or other misconduct (a “Suspension Event”), the Company has the right to suspend the vesting of the Restricted Share Units until the day after the Company (as determined by the Chief Legal Officer or his/her designee) has determined (x) the suspension is lifted or (y) the Company determines lack of good standing has been cured (each, the “Recovery Date”). If the Suspension Event has occurred and prior to the Performance Period End Date Recovery Date, the Grantee dies, becomes Disabled or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver is terminated without Cause or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) aboveterminates for Good Reason, then the Pro-Rata Portion provisions of this Section 5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (as defined belowincluding due to Retirement) shall be eligible to vest on the original Vesting Date, subject or is terminated for Cause prior to the achievement and certification Recovery Date then the unvested Restricted Share Units will be terminated without any further vesting after the date of the Performance Goals as described in Section 3 andSuspension Event, unless otherwise agreed by the Company.

Vesting. The PRSUs will be subject to performance-based vesting conditions (athe “Performance Conditions”) To the extent that the Performance Goals for the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement which are set forth on Exhibit A. The PRSUs shall vest based on the applicable Share Delivery Factor on the December 31, 2025 or such earlier date of the Committee’s certification of the Performance Goals as may be provided in accordance with Section 3 8 (the “Vesting Date”); provided that ) and the Participant remains in continuous number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or an Affiliate thereof a subsidiary or affiliate through the Performance Period End Date. (b) Except Vesting Date or as set forth otherwise provided in Section 4(c) below8. For the avoidance of doubt, if the Participantchange of the Employee’s employment is terminated for any reason prior status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Performance Period End DateCompany or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, then to the extent all rights or a portion of the Participant with respect to PSUs that PRSUs have not vested as of the date Vesting Date, the unvested PRSUs will be forfeited. Upon the occurrence of termination shall immediately terminate without notice and without any compensation; providedan event constituting a Change in Control, that upon notwithstanding anything to the violation by the Participant of any provision contrary in Section 8 of the Plan or this PSU AgreementPlan, the PSUs shall terminate effective as of PRSUs outstanding on the date of such violation Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (rather than the date on which such violation comes to the attention of the Companyor its parent company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any considerationremain outstanding, and neither thereafter the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date vesting of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. SubjectPRSUs, and in additionany dividend equivalents with respect thereto, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and certification the Performance Conditions shall be deemed to have been achieved at the “Median” level as set forth on Exhibit A as of the Performance Goals date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as described determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 3 and8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled.

Vesting. (a) To Except as provided in paragraph 2(c), the extent that Participant’s interest in the Performance Goals for the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement Restricted Stock Units shall vest based and become non-forfeitable with respect to 50% of the Restricted Stock Units covered by this Agreement on the applicable Share Delivery Factor first anniversary of the Date of the Award and with respect to 25% of the Restricted Stock Units covered by this Agreement on each of the second and third anniversaries of the Date of the Award. Any fraction of a Restricted Stock Unit that becomes vests on any date will be rounded down to the next lowest whole number, with any such fraction added to the portion of the Restricted Stock Unit that vests and becomes free of restrictions on the next vesting date. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the Committee’s certification earliest of the Performance Goals following events (i) the Participant’s death, (ii) the termination of the Participant’s employment on account of Disability or (iii) a Change in accordance with Section 3 (the “Vesting Date”)Control; provided that the Participant remains in the continuous employment with employ of the Company or an Affiliate thereof through from the Performance Period End DateDate of the Award until the occurrence of such earliest event. (b) Except In addition, notwithstanding the foregoing, except as set forth provided in Section 4(c) belowparagraph 2(c), if a portion of the Participant’s interest in any unvested Restricted Stock Units shall vest and become non-forfeitable on the date of termination of the Participant’s employment is terminated for by the Company without Cause (“Involuntary Termination”), if the date of Involuntary Termination precedes the occurrence of any reason prior of the events specified in clauses (i) through (iii) of the preceding sentence. In such event, the number of unvested Restricted Stock Units that shall vest upon an Involuntary Termination shall be prorated (rounded up to the Performance Period End Date, then all rights nearest whole unit) based on the ratio of the number of calendar months (rounded up to the nearest whole month) that the Participant with respect has remained in the continuous employ of the Company or an Affiliate from the Date of Award through the date of the Involuntary Termination to PSUs a 36-month vesting period. Restricted Stock Units that have not vested as of the date of termination in accordance with this paragraph 2(a) shall immediately terminate without notice and without any compensation; providedbe forfeited, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return have no further rights with respect to the Company unvested Restricted Stock Units, upon the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value termination of the shares of Common Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock in respect of Units that become vested PSUs as a result of the date Participant’s death or Involuntary Termination or on account of Disability. For purposes of this Agreement, the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each will be deemed to be an involuntary termination without “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers Cause” unless prior to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to Committee determines that the Participant being engaged in a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion Prohibited Activity (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andparagraph 2(c).

Vesting. (a) To the extent The Parties hereby agree that the Performance Goals for the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date of the Committee’s certification of the Performance Goals in accordance with Section 3 (the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not vested as of the date earlier of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) termination of the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company Consulting Agreement (as designated by the Administrator (each an “Employing Company”defined below) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes end of the term of the Consulting Agreement, contingent upon and delivers subject to the Employing effectiveness of this Agreement, Employee shall receive accelerated vesting with respect to that number of shares of Company Common Stock underlying the Stock Agreements that Employee would have vested in during the twelve (12) month period following the termination of the Consulting Agreement or the end of the term of the Consulting Agreement, whichever occurs first, had Employee continued to vest during such period (the “Accelerated Shares”). For the avoidance of doubt, the Parties acknowledge and does not revokeagree that (i) Employee shall be deemed to be a general release “Service Provider” (as such term is defined in the Plan) during the term of claims in the Consulting Agreement, (ii) that Employee’s status as a form satisfactory “Service Provider” shall be continuous and uninterrupted during the period of his employment and through, and to the Administrator within sixty (60) days following such conclusion, of the term, or earlier termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject6 thereof, and of the Consulting Agreement such that there shall be no change in additionEmployee’s status as a “Service Provider” throughout this period, (iii) that Employee shall continue to vest in shares subject to the foregoing, Stock Agreements during the term of the Consulting Agreement if and to the Participant’s employment extent permitted under the terms of the Stock Agreements and (iv) the calculation of the number of Accelerated Shares shall be based upon and performed as of the date on which the Consulting Agreement is terminated (A) at or the convenience end of the Employing Company (which includesterm of the Consulting Agreement, but is not limited towhichever occurs first, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior pursuant to the Performance Period End Date or (B) by reason provisions thereof. For further avoidance of doubt and to facilitate the calculation of the Retirement of Accelerated Shares, the Participant, and, in either case, not under circumstances giving rise to Parties acknowledge and agree that the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) Stock Agreements provide that Employee shall be eligible to vest on the original Vesting Datevest, subject to the achievement and certification terms thereof, in the following number of shares of the Performance Goals as described Company’s Common Stock on the following dates: (a) under the 2006 RSPA, Employee shall vest in Section 3 andan additional 43,750 shares of Company Common Stock on August 31, 2008 and an additional 87,500 shares of Company Common Stock on August 31, 2009 and (b) under the 2007 RSPA, Employee shall vest in an additional 93,334 shares of Company Common Stock on June 11, 2008, an additional 93,333 shares of Company Common Stock on June 11, 2009 and an additional 93,333 shares of Company Common Stock on June 11, 2010.

Vesting. 5.1 The RSUs with respect to ______________3 Common Shares will vest in substantially equal installments of 25% on each of the first four anniversaries of March 15 of the year of grant (a) To the extent that the Performance Goals for the applicable Performance Period have been achievedeach such anniversary, a “Vesting Date”), subject to Executive continuing to be Employed through each such Vesting Date except as otherwise provided in this Section 5.1 (such RSUs, the “Time-Based RSUs”). For clarification purposes, the Time-Based RSUs granted pursuant to this Agreement shall have vested in full on March 15, 202[2][3][4]. Notwithstanding the foregoing, (i) in the event the Board determines that Executive will no longer serve as the Chief Executive Officer under the terms of the Employment Agreement and, as a result, Executive ceases to be Employed prior to the occurrence of one or more Vesting Dates applicable to the Time-Based RSUs, and (ii) the Board determines in its sole discretion that as of the date Executive ceases to be Employed (A) the Company has hired a new Chief Executive 2 The number of PSUs granted under this PSU Agreement shall vest based on Common Shares underlying each grant will be equal to five million dollars ($5,000,000) divided by the applicable then-current fair market value of a Common Share Delivery Factor on the date of grant, as determined by the Committee’s certification Board of Directors in good faith. 3 75% of the Performance Goals total grant. Officer, and (B) Executive has provided a transition plan and such assistance to the Company and such new Chief Executive Officer as the Board in accordance its reasonable, good faith discretion believes is necessary and appropriate to ensure a smooth transition of the role (a “Qualifying Resignation”), the Time-Based RSUs for which a Vesting Date has not otherwise occurred will become vested as of the date Executive ceases to be Employed (such date, with Section 3 (the respect to such RSUs, also a “Vesting Date”); provided provided, that with respect to any Time-Based RSUs granted within the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. twelve (b12) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason months immediately prior to the Performance Period End Datedate Executive ceases to be Employed, then all rights only a pro rata portion of such Time-Based RSUs will become vested in accordance with this Section 5.1, which portion is equal to the Participant with respect number of months in which Executive was employed during the four (4) year vesting period applicable to PSUs that have not vested such Time-Based RSUs divided by forty-eight (48). Following the occurrence of a Change in Control or a Liquidity Event, in either case in the event the Majority Stockholder as of the date of termination shall immediately terminate without notice and without any compensation; providedDecember 19, that upon 2017 ceases to hold or have the violation by the Participant of any provision right to appoint or elect a majority of the Plan or this PSU Agreementseats on the Board, for purposes of making the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and determination under prong (ii) the Participant executes and delivers as to the Employing Company (and does not revoke) whether a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company Qualifying Resignation has occurred in accordance with applicable law)the above, then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to without otherwise limiting the foregoing, if following Executive’s notice to the ParticipantBoard of his desire to step down from the role of Chief Executive Officer, Executive shall propose such candidates for the role as Executive deems appropriate and the Board shall take (or have taken) all commercially reasonable efforts to accommodate Executive’s employment is terminated request to step down from the role of Chief Executive Officer within a reasonable period of time following notice thereof, and shall consider (Aor have considered) at any reasonable candidate(s) for the convenience role of Chief Executive Officer in good faith (it being understood that the Employing Company (which includes, but is not limited to, in connection with decision to and whom to appoint as a reduction in force), as determined new Chief Executive Officer shall continue to be made by the Administrator Board in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 and).

Vesting. (a) To the extent that the Performance Goals for the applicable Performance Period have been achievedachieved and certified in accordance with Section 3, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date of the Committee’s certification of the Performance Goals in accordance with Section 3 Period End Date (the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Vesting Date. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Vesting Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Vesting Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andand based on the applicable Share Delivery Factor calculated pursuant to Section 3(a).

Vesting. Except as specified in this Section 4, the Shares shall be subject to Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Shares that are granted hereby in accordance with the following schedule provided that the Shares have not been forfeited to the Company prior to such date: Lapse Date Number of Restricted Shares as to Which Forfeiture Restrictions Lapse Notwithstanding the foregoing, if (a) To the extent that Holder’s employment or affiliation relationship with the Performance Goals Company and its Affiliates is terminated prior to the ___anniversary of the date hereof (i) due to the death or Disability of the Holder, (ii) by the Holder for Good Reason (applicable only if such term and manner of termination is specifically provided for in the applicable Performance Period have been achievedEmployment Agreement) or (iii) by the Company for any reason other than Cause (as defined in the Employment Agreement) then, a number of PSUs granted under this PSU Agreement in any such event, all Forfeiture Restrictions shall vest based on the applicable Share Delivery Factor lapse on the date of the Committee’s certification termination of the Performance Goals Holder’s employment or affiliation relationship, or (b) there is a Corporate Change, then all Forfeiture Restrictions shall immediately lapse with respect to all Shares subject to Forfeiture Restrictions. If, prior to the ___anniversary of the date hereof, the Holder’s employment or affiliation relationship with the Company and its Affiliates terminates for any reason other than the Holder’s death or Disability, or is terminated by the Holder for any reason other than Good Reason or by the Company for Cause, any Forfeiture Restrictions that have not previously lapsed pursuant to the provisions of this Section 4 shall not lapse, and any Restricted Shares with respect to which the Forfeiture Restrictions have not lapsed shall be forfeited to the Company. Upon the lapse of the Forfeiture Restrictions and the satisfaction by the Holder of any liability arising under Section 6 of this Agreement, the Company shall deliver or cause to be delivered to the Holder a share certificate representing the Shares with respect to which Forfeiture Restrictions have lapsed, and such Shares shall be transferable by the Holder (except to the extent that any proposed transfer would, in accordance with Section 3 (the “Vesting Date”opinion of counsel to the Company, constitute a violation of applicable securities laws); provided that . In the Participant remains in continuous employment with event any Restricted Shares are forfeited to the Company pursuant to this Agreement, the forfeiture will be accomplished by the transfer of such Restricted Shares to the Company or an Affiliate thereof through of the Performance Period End Date. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior Company pursuant to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) Share Transfer Form and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers Affiliate to the Employing Company (and does not revoke) a general release Holder of claims US$1.00 in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andconsideration thereof.

Vesting. The Participant shall become vested in the Stock Units as and to the extent set forth in Exhibit A to these Terms and Conditions, subject to (a) To prorated vesting in accordance with Paragraph 8 of these Terms and Conditions upon the extent Participant’s death, Retirement or Disability (each as defined below) or upon termination of employment under certain circumstances described in Paragraph 8 of these Terms and Conditions where the Participant is entitled to severance benefits, (b) prorated vesting in accordance with Paragraph 8 of these Terms and Conditions in the event that prior to vesting the Performance Goals for Participant’s employment with the applicable Performance Period have been achieved, Corporation or any of its Subsidiaries has terminated and (i) the Participant is a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor Management Committee member on the date of the Committee’s certification of the Performance Goals in accordance with Section 3 (the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth in Section 4(c) belowgrant, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (is 55 years or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after older on the date of such termination of employment based on and (iii) the Share Delivery Factor calculated pursuant Participant has not violated any provision of Paragraph 7 of these Terms and Conditions during the performance period set forth in Exhibit A to Section 2these Terms and Conditions (“Vesting Period”), or (c) full vesting in the event of a Change in Control (as defined in the Plan) of the Corporation. Subject, and in addition, to the foregoing, if If the Participant’s employment is terminated (A) at with the convenience Corporation or any of its Subsidiaries terminates for any reason other than as set forth above in this Paragraph 5, the Employing Company (which includes, but is Stock Units in the Participant’s Stock Unit Account that have not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior yet vested shall be forfeited and revert to the Performance Period End Date or (B) by reason Corporation on such termination date, and the Corporation shall have no further obligation after such date to pay Dividend Equivalents pursuant to Paragraph 3 of the Retirement of the Participant, and, in either case, not under circumstances giving rise these Terms and Conditions. The Corporation shall have no further obligation to the Participant being a Bad Leaver or the Employing Company terminating under these Terms and Conditions following the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release forfeiture of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andStock Units.

Vesting. (a) To Unless the extent that the Performance Goals for the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date of the Committee’s certification of the Performance Goals in accordance with Section 3 (the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement or Section 11.1(b) of the Plan and subject to the last paragraph of this Section 5, the Restricted Share Units shall become vested on the Vesting Date; provided that the Grantee continues to hold on the Vesting Date, in Grantee’s name, all of the SHIP Shares received by Grantee from the Company under the Plan on ________, 20__ (the “SHIP Restriction”). On the Vesting Date, and upon the satisfaction of the SHIP Restriction and any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Restricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Share Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing, the Grantee will not vest, pursuant to this Section 5, in Restricted Share Units as to which the Grantee would otherwise vest as of a given date if his or her Termination of Service or a breach of any applicable restrictions, terms or conditions with respect to such Restricted Share Units has occurred at any time after the Grant Date and prior to the Performance Period End Vesting Date (the vesting or forfeiture of such Restricted Share Units to be governed instead by Section 6). In addition, in the event the Grantee is suspended (with or without compensation) or is otherwise not in good standing with the Company or any Subsidiary as determined by the Company’s General Counsel due to an alleged violation of the Company’s Code of Business Conduct, applicable law or other misconduct (a “Suspension Event”), the Company has the right to suspend the vesting of the Restricted Share Units until the day after the Company (as determined by the General Counsel or his/her designee) has determined (x) the suspension is lifted or (By) by reason the Company determines lack of good standing has been cured (each, the Retirement of “Recovery Date”). If the Participant, and, in either case, not under circumstances giving rise Suspension Event has occurred and prior to the Participant being a Bad Leaver Recovery Date, the Grantee dies, is disabled or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) aboveterminated without cause, then the Pro-Rata Portion provisions of this Section 5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (as defined belowincluding due to retirement) shall be eligible to vest on the original Vesting Date, subject or is terminated for cause prior to the achievement and certification Recovery Date then the unvested Restricted Share Units will be terminated without any further vesting after the date of the Performance Goals as described in Section 3 andSuspension Event, unless otherwise agreed by the Company.

Vesting. (a) To the extent that the Performance Goals for the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date of the Committee’s certification of the Performance Goals in accordance with Section 3 (the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of Unless the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator otherwise determines in its sole discretion, prior subject to earlier vesting in accordance with Section 6 of this Agreement or Section 10.1(b) of the Plan, the Grantee will become vested as to that number of Restricted Stock Units (if any) that is equal to the Performance Period End Date fraction or percentage set forth on Schedule I hereto (Bthe “Vesting Percentage”) by reason of the Retirement total number of Restricted Stock Units that are subject to this Agreement, rounded down to the nearest whole number of Restricted Stock Units on each of the ParticipantVesting Dates indicated on Schedule I hereto, andand upon the satisfaction of any other applicable restrictions, in either caseterms and conditions of the Plan and this Agreement, not under circumstances giving rise any RSU Dividend Equivalents with respect to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers Restricted Stock Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the Employing Company extent that the Restricted Stock Units related thereto shall have become vested in accordance with this Agreement. If rounding pursuant to the preceding sentence prevents any portion of a Restricted Stock Unit from becoming vested on a particular Vesting Date (and does not revoke) a general release of claims as described in (c)(ii) aboveany such portion, then the Pro-Rata Portion (as defined below) shall be eligible to vest an “Unvested Fractional Restricted Stock Unit”), one additional Restricted Stock Unit will become vested on the original earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Stock Units (including any Unvested Fractional Restricted Stock Unit created on such succeeding Vesting Date) equals or exceeds one whole Restricted Stock Unit, with any excess treated as an Unvested Fractional Restricted Stock Unit thereafter subject to the achievement application of this sentence and certification the following sentence. Any Unvested Fractional Restricted Stock Unit comprising part of a whole Restricted Stock Unit that vests pursuant to the Performance Goals as described in Section 3 andpreceding sentence will thereafter cease to be an Unvested Fractional Restricted Stock Unit.

Vesting. Except as otherwise determined by the Committee in its sole discretion (a) To the extent that the Performance Goals for the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date subject to Section 6 of the Committee’s certification of the Performance Goals Plan) or as otherwise provided in accordance with this Section 3 (or Section 8, the “Vesting Date”); provided that vesting of RSUs covered hereby shall be subject to the Participant remains in continuous Employee’s continued employment with or other provision of services to the Company or an Affiliate thereof a subsidiary or affiliate through the Performance Period End applicable Vesting Date. (b) Except as set forth in Section 4(c) belowFor the avoidance of doubt, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights change of the Participant with respect Employee’s status from employee to PSUs that have not vested as non-employee member of the date Board of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention Directors of the Company) and the Participant shall be required , consultant or contractor who continues to return provide services to the Company the shares or a subsidiary or affiliate will not be considered a termination for purposes of Common Stock this Agreement. The Employee shall be eligible to vest in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value one-third of the shares of Common Stock covered by this Agreement as set forth in respect the Award Summary on each of vested PSUs as December 31, 2023, December 31, 2024 and December 31, 2025 (each, a “Vesting Date”). Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the RSUs outstanding on the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) Change in Control, and any dividend equivalents with respect thereto, shall be forfeited without payment assumed by the successor company (or its parent company) and remain outstanding and thereafter the vesting of any considerationsuch RSUs, and neither the Participant nor any dividend equivalents with respect thereto, shall be subject to Employee’s continued employment with or provision of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by services to the Company or any of its direct and indirect subsidiaries a subsidiary or an affiliate through each applicable Vesting Date as provided in this Section 3, at which time such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs RSUs shall immediately vest and shall be settled as soon as practicable after paid in accordance with the date terms of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) Plan at the convenience earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Employing Company (which includes, but is not limited to, in connection with a reduction in force)Code, as determined by the Administrator Committee; provided that the RSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in its sole discretion, Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to a Vesting Date. Upon payment pursuant to the Performance Period End Date or (B) by reason terms of the Retirement of the ParticipantPlan, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) such awards shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andcancelled.

Vesting. (a) To The Employee is entitled to receive annually, but based on a quarterly calculation, a certificate of vesting from the extent that Employer evidencing the Performance Goals for completion of twelve months of service under this Agreement calculated from September 1, 1995, in the applicable Performance Period form attached hereto as Exhibit A, which the Employee shall deliver to the Pledge Holder, as provided in the Stock Pledge Agreement, along with certain other documents pursuant to the terms of the Restricted Stock Purchase Agreement in order to transfer, assign or convey Shares purchased under the Restricted Stock Purchase Agreement. Upon the expiration of one year from September 1, 1995, and delivery of a certificate of vesting together with other required documents, the Employee shall have the right to dispose of one-third of the Shares and shall be obligated to pay, or otherwise satisfy, one-third of the principal amount of the Promissory Note plus interest, if any, pursuant to the Restricted Stock Purchase Agreement and related Promissory Note. Such right to dispose of a percentage of Shares and corresponding duty to pay, or otherwise satisfy, amounts owed shall increase to two-thirds on September 1, 1997. The Employee shall not have the right to dispose of all of the Shares or the obligation to pay, or otherwise satisfy, the full principal amount and interest thereupon under the Promissory Note until September 1, 1998. Once any portion of the Shares has vested and corresponding payments have been achieved, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date of the Committee’s certification of the Performance Goals in accordance with Section 3 (the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated made pursuant to this Section 4(b) shall be forfeited paragraph, or under the Promissory Note, or the debt has been forgiven, such Shares are not subject to repurchase by the Employer. In the event the Employee is terminated without payment of any considerationcause pursuant to Article 6.4, and neither upon the Participant nor any sale of the Participant’s successorsbusiness or a change in CEO and a portion of the Shares has vested, heirsbut the corresponding payments under the Promissory Note have not been made, assigns, or personal representatives the Employee shall thereafter have any further rights or interests in a period of ten (10) days from such unvested PSUstermination to make the necessary payments under the Promissory Note. (c) If (i) Failure to pay within thirty days shall subject the Participant’s employment is terminated Shares to repurchase by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 andEmployer.

Vesting. (a) To Unless the extent that the Performance Goals for the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date of the Committee’s certification of the Performance Goals in accordance with Section 3 (the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as set forth in Section 4(c) below, if the Participant’s employment is terminated for any reason prior to the Performance Period End Date, then all rights of the Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement or Section 11.1(b) of the Plan and subject to the last paragraph of this Section 5, the Restricted Share Units shall become vested on the Vesting Date; provided that the Grantee continues to hold on the Vesting Date, in Grantee’s name, all of the SHIP Shares received by Grantee from the Company under the Plan on March 15, 2019 (the “SHIP Restriction”). On the Vesting Date, and upon the satisfaction of the SHIP Restriction and any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Restricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Share Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing, the Grantee will not vest, pursuant to this Section 5, in Restricted Share Units as to which the Grantee would otherwise vest as of a given date if his or her Termination of Service or a breach of any applicable restrictions, terms or conditions with respect to such Restricted Share Units has occurred at any time after the Grant Date and prior to the Performance Period End Vesting Date (the vesting or forfeiture of such Restricted Share Units to be governed instead by Section 6). In addition, in the event the Grantee is suspended (with or without compensation) or is otherwise not in good standing with the Company or any Subsidiary as determined by the Company’s General Counsel due to an alleged violation of the Company’s Code of Business Conduct, applicable law or other misconduct (a “Suspension Event”), the Company has the right to suspend the vesting of the Restricted Share Units until the day after the Company (as determined by the General Counsel or his/her designee) has determined (x) the suspension is lifted or (By) by reason the Company determines lack of good standing has been cured (each, the Retirement of “Recovery Date”). If the Participant, and, in either case, not under circumstances giving rise Suspension Event has occurred and prior to the Participant being a Bad Leaver Recovery Date, the Grantee dies, is disabled or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) aboveterminated without cause, then the Pro-Rata Portion provisions of this Section 5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (as defined belowincluding due to retirement) shall be eligible to vest on the original Vesting Date, subject or is terminated for cause prior to the achievement and certification Recovery Date then the unvested Restricted Share Units will be terminated without any further vesting after the date of the Performance Goals as described in Section 3 andSuspension Event, unless otherwise agreed by the Company.