Common use of Equity Awards Clause in Contracts

Equity Awards. (a) Contemporaneously with the Executive’s Start Date, the Executive was granted 31,250 restricted stock units (“RSUs”), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plan. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (a) Contemporaneously with On the Executive’s Start Commencement Date, the Executive was granted 31,250 restricted stock units Company shall grant Employee (“RSUs”), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (bi) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option under its 2012 Equity Incentive Plan (the “2012 Plan”) to purchase a number of 12,000 shares of the Company’s common stock at a per share exercise price equal to a Black Scholes value for the option closing price of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing common stock on the first anniversary of the date of grant and shall be subject in all respects to (the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long“Time-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all SubsidiariesBased Option”), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (cii) On March 24, 2008, the Executive was granted RSUs representing a number of restricted stock award for 6,000 shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation PlanRestricted Stock”). (b) Each of the Time-Based Option and the Restricted Stock will be evidenced in writing by an agreement provided by the Company. The foregoing nonqualified stock option grant Time-Based Option shall vest as follows: (i) one-quarter of the Time-Based Option will vest on the first anniversary of the Commencement Date; and become exercisable, as applicable, (ii) the remaining balance will vest in equal annual monthly installments in arrears over the three-three (3) year period commencing on the first anniversary of the date Commencement Date and ending on the fourth anniversary of grant the Commencement Date, all subject to Employee’s continued employment by the Company and the 2012 Plan, except as otherwise set forth herein. The Time-Based Option agreement will specify that vested options shall be exercisable for up to ten (10) years, subject in all respects to the terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) this Agreement and the 2007 Equity Compensation 2012 Plan. The shares underlying the Restricted Stock shall vest as follows: (x) one-quarter of the shares underlying the Restricted Stock will vest on the first anniversary of the Commencement Date; and (y) the remaining balance will vest in equal quarterly installments in arrears over the three (3) year period commencing on the first anniversary of the Commencement Date and ending on the fourth anniversary of the Commencement Date, all subject to Employee’s continued employment by the Company and the 2012 Plan, except as otherwise set forth herein. (dc) For calendar years during At the Employment Period following sole discretion of the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to Board or the Company’s Net Share Retention ProgramCompensation Committee, additional stock options or other equity-based awards may be granted to Executive from time to time.

Equity Awards. (aA) Contemporaneously with the Executive’s Start Date, PubCo shall grant to the Executive was granted 31,250 restricted two nonqualified options to purchase an aggregate of 916,686 shares of PubCo common stock units (each, a “RSUsStock Option”), which . Each Stock Option shall cover an equal number of RSUs represented 6,250 RSUs for shares of PubCo common stock, and the period October 4, 2006 through December 31, 2006 first Stock Option shall be granted on the Effective Date (the “Initial Option”) and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs second Stock Option shall vest in three equal annual installments commencing be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of grant; provided that ten years from the performance objective established by the Committee in accordance with Exhibit B hereof is satisfiedgrant date. The RSUs In addition, PubCo shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided grant to the Executive and a restricted stock unit award covering 139,175 shares of PubCo common stock (the Company“RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s 1994 Stock Option and Long-Term Incentive common stock issuable under the Plan, as amended and restatedsubject to the Executive’s continued employment through the grant date. (bB) Contemporaneously with Subject to the Executive’s Start Datecontinued service with the Company through the applicable vesting date, the Executive was granted a nonqualified stock option to purchase a number of shares each of the Company’s common stock equal to a Black Scholes value for Initial Option and the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 RSU Award shall vest and $925,000 for the 2007 calendar year. The foregoing option shall (as applicable) become exercisable in three equal annual installments commencing (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date of grant only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be subject in all respects forfeited and canceled without consideration therefor). (C) Subject to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment continued service with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008through the applicable vesting date, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant Anniversary Option shall vest and become exercisable, as applicable, in equal annual installments over exercisable (x) with respect to 25% of the three-year period commencing underlying shares on the first anniversary of the date grant date, and (y) as to the remaining 75% of grant the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be subject governed in all respects to by the terms of and conditions of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) Plan and the 2007 Equity Compensation Planapplicable Award Agreement. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (a) Contemporaneously with Effective as of the Executive’s Start Effective Date, Executive shall be granted restricted stock units and performance stock units (collectively, the “Inducement RSUs”) as provided below: (i) Executive was shall be granted 31,250 4,100,000 restricted stock units (the “RSUs”), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance ) with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects respect to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal stock, $0.10 par value (“Common Stock”) pursuant to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and an award agreement between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In Company that is substantially identical to the event form of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of restricted stock unit agreement under the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity 2016 Stock Incentive Compensation Plan (the “2007 Equity Compensation 2016 Plan”); provided that the RSUs may be structured as an “inducement” award not granted pursuant to the 2016 Plan, but otherwise subject to the same terms and conditions thereof. The foregoing nonqualified stock option grant RSUs shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary follows: 30% of the RSUs shall vest on December 31, 2019; 30% of the RSUs shall vest on December 31, 2020; and 40% of the RSUs shall vest on December 31, 2021, subject in each case to Executive’s continued employment through the applicable vesting date of grant except as otherwise specifically provided herein and therein. Any vested RSUs shall be subject in all respects to terms settled through the issuance of Common Stock promptly following the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Planapplicable vesting date. (dii) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible granted 500,000 performance stock units (the “PSUs”) with respect to receive equity awards Common Stock pursuant to an award agreement between Executive and the Company. The PSUs may be structured as and when equity awards are an “inducement” award not granted pursuant to senior officers generallythe 2016 Plan, with the amount and terms of such awards determined on but otherwise subject to the same bases terms and conditions thereof. The PSUs shall vest as awards granted follows: 33.33% of the PSUs shall vest on each of December 31, 2019, 2020 and 2021, provided that the performance metrics as set forth on Annex 1 are met for such fiscal year and subject in each case to senior officers generally. (e) All equity awards granted to Executive’s continued employment through the Executive applicable vesting date except as otherwise specifically provided herein and therein. Any vested PSUs shall be subject in all respects to settled through the Company’s Net Share Retention Programissuance of Common Stock promptly following the applicable vesting date.

Equity Awards. (a) Contemporaneously with No later than twenty (20) business days after the Executive’s Start Commencement Date, the Executive was granted 31,250 restricted stock units Company shall grant Employee (“RSUs”), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (bi) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option under its 2012 Equity Incentive Plan (the “2012 Plan”) to purchase a number of 25,000 shares of the Company’s common stock at a per share exercise price equal to a Black Scholes value for the option closing price of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing common stock on the first anniversary of the date of grant and shall be subject in all respects to (the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long“Time-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all SubsidiariesBased Option”), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (cii) On March 24, 2008, the Executive was granted RSUs representing a number of restricted stock award for 16,500 shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation PlanRestricted Stock”). (b) Each of the Time-Based Option and the Restricted Stock will be evidenced in writing by an agreement provided by the Company. The foregoing nonqualified stock option grant Time-Based Option shall vest as follows: (i) one-quarter of the Time-Based Option will vest on the first anniversary of the Commencement Date; and become exercisable, as applicable, (ii) the remaining balance will vest in equal annual monthly installments in arrears over the three-three (3) year period commencing on the first anniversary of the date Commencement Date and ending on the fourth anniversary of grant the Commencement Date, all subject to Employee’s continued employment by the Company and the 2012 Plan, except as otherwise set forth herein. The Time-Based Option agreement will specify that vested options shall be exercisable for up to ten (10) years, subject in all respects to the terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) this Agreement and the 2007 Equity Compensation 2012 Plan. The shares underlying the Restricted Stock shall vest as follows: (x) one-quarter of the shares underlying the Restricted Stock will vest on the first anniversary of the Commencement Date; and (y) the remaining balance will vest in equal quarterly installments in arrears over the three (3) year period commencing on the first anniversary of the Commencement Date and ending on the fourth anniversary of the Commencement Date, all subject to Employee’s continued employment by the Company and the 2012 Plan, except as otherwise set forth herein. (dc) For calendar years during At the Employment Period following sole discretion of the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to Board or the Company’s Net Share Retention ProgramCompensation Committee, additional stock options or other equity-based awards may be granted to Executive from time to time.

Equity Awards. (a) Contemporaneously with the Executive’s Start Date, the Executive was shall be granted 31,250 restricted stock units (“RSUs”), which number of RSUs represented represents 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive to be dated as of the Start Date and in substantially the form provided pro- vided to the Executive as of the date hereof and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was shall be granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented represents $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive to be dated as of the Start Date and in substantially the form provided to the Executive as of the date hereof and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008As soon as reasonably practicable following the beginning of the 2008 calendar year, the Executive was granted shall receive an additional grant of RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee in a manner similar to the performance objectives established with respect to the RSUs described in Section 4.03(a) above and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation 1994 Stock Option and Long-Term Incentive Plan”), as amended and restated. The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated, or under any replacement or successor plan. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (aA) Contemporaneously with On the Effective Date, PubCo shall grant to the Executive a nonqualified option to purchase 500,000 shares of PubCo common stock (the “Option”). The Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”)) on the grant date and shall have an outside expiration date of ten years from the grant date (and the vested portion of the Option shall remain exercisable for up to one year after any termination of the Executive’s Start service for any reason other than a termination for Cause, but in no event beyond the maximum term of the Option). In addition, on the Effective Date, PubCo shall grant to the Executive (i) a restricted stock unit award covering 70,000 shares of PubCo common stock (the “Signing RSU Award”) and (ii) a restricted stock unit award covering 500,000 shares of PubCo common stock (the “Additional RSU Award” and, together with the Option and the Signing RSU Award, the “Equity Awards”). The Equity Awards shall be granted under the Plan, and the exercise price (if applicable) and any tax withholding obligation(s) associated with the Equity Awards may be settled by the Executive in his discretion through a Company “net settlement”. Subject to the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, the Executive was granted 31,250 may also in his discretion enter into a Rule 10b5-1 trading plan with respect to his Company shares. (B) The Signing RSU Award shall be vested as to 50% of the restricted stock units (“RSUs”), which number of RSUs represented 6,250 RSUs for on the period October 4, 2006 through December 31, 2006 Effective Date and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing with respect to the remaining 50% of the restricted stock units on the first anniversary of the date of grant; provided that Effective Date, subject to the performance objective established by the Committee in accordance Executive’s continued service with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restatedthrough such first anniversary. (bC) Contemporaneously with Subject to the Executive’s Start Datecontinued service with the Company through the applicable vesting date, the Executive was granted a nonqualified stock option Additional RSU Award shall vest (x) with respect to purchase a number of shares 25% of the Company’s common restricted stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing units on the first anniversary of the date of grant Effective Date, and shall be subject in all respects (y) as to the terms remaining 75% of the Stock Option Agreement by and between restricted stock units, in 12 substantially equal installments on each of the 12 quarterly anniversaries thereafter. (D) Subject to the Executive’s continued service with the Company and through the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries)applicable vesting date, the Option shall vest and become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, in 60 substantially equal monthly installments on the fifth each monthly anniversary of the Start Effective Date during the five-year period following the Effective Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (cE) On March 24, 2008The terms and conditions of each Equity Award shall be set forth in separate award agreements in forms to be entered into by PubCo and the Executive which are attached hereto as Exhibit A (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Executive was granted RSUs representing a number Equity Awards shall be governed in all respects by the terms of shares and conditions of the Company’s common stock equal to $925,000 Plan and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number applicable Award Agreement but shall not conflict with the terms of shares of the Company’s common stock equal to a Black Scholes value this Agreement. The Award Agreements for the option of $925,000, in each case based on Signing RSU Award and the current Additional RSU Award shall provide that the restricted stock price of a share of Company common stock on units shall be settled within 30 days following the date of grantapplicable vesting date(s). The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and Equity Awards shall be subject to terms Section 8.3 of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing effect on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation PlanEffective Date. (dF) For calendar years during In addition to the Employment Period following the 2008 calendar yearEquity Awards, the Executive shall be eligible to receive equity annual equity-based compensation awards as determined by the Board (or a subcommittee thereof) from time to time, which awards may be in such amount, form(s) and when equity awards are granted to senior officers generallymix, and with such other terms and conditions, as the amount Board (or such subcommittee) shall determine in its sole discretion taking into account the Executive’s and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Programperformance.

Equity Awards. (ai) Contemporaneously with On the Executive’s Start Effective Date, Executive will be granted a non-statutory stock option (the Executive was granted 31,250 restricted stock units “Initial Option”) to purchase Two Hundred Twenty-Three Thousand Four Hundred Thirty-Five (223,435) shares (the “RSUsInitial Option Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), which pursuant to the Company’s 2005 Stock Option Plan, as amended (the “Plan”). Further, effective as of the close of business on October 31, 2014, subject to Executive’s continued employment with the Company at such date, Executive will also be granted a non-statutory stock option under the Plan (the “Additional Option,” and together with the Initial Option, the “Options”) to purchase an additional number of RSUs represented 6,250 RSUs for shares of Common Stock equal to 0.90% of the period number of shares of Common Stock issued by the Company, if any, upon the exercise of the Company’s outstanding 2012 Series B and 2013 Series E Common Stock Purchase Warrants expiring on October 4, 2006 through December 31, 2006 2014 (the “Additional Option Shares,” and 25,000 RSUs for together with the 2007 calendar yearInitial Option Shares, the “Option Shares”). The foregoing RSUs exercise price per share of each Option will be equal to the fair market value per share of the Common Stock as of the applicable date that such Option is granted. Each Option shall have a term of 10 years from the applicable date of grant and, subject to the provisions of Section 9 below, shall vest in three equal annual installments commencing on and become exercisable as follows: A. On the first anniversary of the applicable date of grantgrant of such Option (the “Initial Vesting Date”), 25% of the Option Shares subject to such Option shall vest and become exercisable; provided and B. Thereafter, the remaining Option Shares subject to such Option shall vest and become exercisable in 24 equal installments on each monthly anniversary of the Initial Vesting Date; provided, however, that the performance objective established vesting of the Option at each vesting date is subject to Executive’s being employed by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs Company on the respective vesting dates. (ii) Each Option shall be subject in all respects evidenced by a separate option agreement to terms of the Restricted Share Agreement be entered into by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock (each, an “Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restatedAgreement”). In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries)conflict between this Agreement and an Option Agreement, the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which this Agreement shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plancontrol. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (a) Contemporaneously with the Executive’s Start Date, the Executive was granted 31,250 restricted stock units will be eligible to participate in and receive grants of equity incentive awards (“RSUsEquity Awards”) under the Company’s Amended and Restated 2017 Omnibus Incentive Plan (the “Equity Incentive Plan”), which as such Equity Incentive Plan may be amended from time to time, or pursuant to the terms of any successor plan. Equity Awards to Executive may be granted at such times and subject to such terms and conditions as the Equity Incentive Plan administrator shall determine; provided, however, annual Equity Awards shall be at least 175% of Executive’s Base Salary. On the Effective Date, Executive will receive a special grant (the “Tier 1 Special Grant”) of restricted stock with a fair market value on the date of grant equal to $2,012,000 (the “Tier 1 Special Grant Value”) and a special grant (the “Tier 2 Special Grant”) equal to $1,610,000 (the “Tier 2 Special Grant Value”). The number of RSUs represented 6,250 RSUs for shares of restricted stock to be issued shall be determined by dividing the period October 4Tier 1 Special Grant Value and the Tier 2 Special Grant Value by the closing price of the Company’s common stock on the business day immediately preceding the Effective Date, 2006 through December 31, 2006 and 25,000 RSUs for rounded down to the 2007 calendar yearnearest whole share. The foregoing RSUs Tier 1 Special Grant shall vest in three equal annual installments commencing fifty percent (50%) on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Effective Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. fifty percent (b50%) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first second anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Effective Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the (assuming Executive is then, and has been continuously, employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. Subsidiaries). The Tier 2 Special Grant shall vest fifty percent (c50%) On March 24on the third anniversary of the Effective Date and fifty percent (50%) on the fourth anniversary of the Effective Date (assuming Executive is then, 2008and has been continuously, employed by the Executive was granted RSUs representing Company or any of its Subsidiaries). Any resulting fractional shares shall be rounded down to the nearest whole share for the first vest date and the remainder will vest on the subsequent vest date. The terms of the Tier 1 Special Grant and the Tier 2 Special Grant shall be subject to the terms of a number of shares restricted stock award agreement and the terms of the Company’s common stock equal to $925,000 and on January 2, 2008, Equity Incentive Plan. Upon the Executive was granted an additional nonqualified stock option grant representing consummation of a number of shares Sale of the Company, Executive’s common stock equal to a Black Scholes value for the option of $925,000Equity Awards will accelerate and become fully vested (assuming Executive is then, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established and has been continuously, employed by the Committee and in accordance with the requirements Company or any of section 162(m) its Subsidiaries). For purposes hereof, “Sale of the Code relating to Company” is defined and has the “performance-based” compensation (if any) and shall be subject to terms of meaning specified in the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Incentive Plan. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (ai) Contemporaneously with Each year during the Executive’s Start Date, Term the Executive was granted 31,250 restricted shall receive an equity award. The 2018, 2019, and 2020 awards will each have an aggregate grant date fair market value of $1,400,000. Starting in 2021 and for the duration of the Term, each annual award will have an aggregate grant date fair market value of $1,450,000. The 2018 and 2019 annual grants will be comprised of a mix of nonqualified stock units options (the “Options”) to purchase common shares of the Company, no par value (the “Common Shares”) and Restricted Stock Units (“RSUs”). The 2018 and 2019 annual grants will consist of 25% Options and 75% RSUs. Starting with the third annual grant, which number will be made in March 2020, the annual equity award will be comprised of a mix of Performance Stock Units (“PSUs”) and RSUs represented 6,250 RSUs for in a ratio consistent with grants given to other senior executives at the period October 4time. (ii) The Options, 2006 through December 31RSUs, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs PSUs shall vest in three equal annual installments commencing be granted on the first anniversary of terms and conditions set forth in the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by IMAX Corporation Amended and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Restated Long-Term Incentive Plan, as may be amended from time to time (the “LTIP”), the grant agreements to be entered into between the Company and restatedthe Executive pursuant to the LTIP, and this Agreement. The equity grants shall be made on or about the time that awards are generally granted to the Company’s senior executives, but in no event later than March of each year of the Term. Except as otherwise provided herein, the Executive must be employed by the Company on the date of grant in order to receive the Options, RSUs, and PSUs. (biii) Contemporaneously with For purposes of determining the Executive’s Start Datenumber of Options and RSUs to be granted pursuant to this Section 3(c) in 2018 and 2019, the Executive was granted Company shall value (i) the Options in a nonqualified stock option to purchase a number of shares of manner consistent with the Company’s common stock equal to a Black Scholes value for financial statement reporting and (ii) the option RSUs based on the Fair Market Value of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for Common Shares on the 2007 calendar yeardate of grant (as defined in the LTIP). The foregoing option Options and RSUs granted in the 2018 and 2019 annual grants shall become exercisable vest in three four (4) equal annual installments commencing beginning on the first anniversary of the date applicable grant date. The exercise price of grant and the Options shall be subject in all respects to the terms Fair Market Value of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock Common Shares on the date of grant. The foregoing RSU Options shall have a seven (7) year term. The RSUs granted beginning with the 2020 annual grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(mthree (3) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing beginning on the first anniversary of the date of applicable grant and date. The PSUs granted beginning with the 2020 annual grant shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plan. (d) For calendar years during the Employment Period vest promptly following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms public disclosure of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Programfinancial results for the second year following the year of grant, subject to the achievement of applicable performance conditions. The valuation for PSUs and RSUs granted starting with the 2020 annual grant and continuing through the remainder of the Term shall be consistent with the Company’s valuation for grants given to other senior executives at the time.

Equity Awards. (a) Contemporaneously On the Effective Date, as a material inducement to Executive’s acceptance of employment with the Executive’s Start DateCompany, the Executive was will be granted 31,250 restricted stock units (“RSUs”), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (bi) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock an option to purchase a number of 370,370 shares of the Company’s common stock equal (the “Special Option”) and (ii) an option to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of purchase 148,148 shares of the Company’s common stock (the “Initial Option”). On the Effective Date, Executive will also be granted 44,444 restricted stock units (the “Initial RSUs”) under the Company’s 2017 Incentive Award Plan (the “2017 Plan”). The Special Option will vest in a single installment on the third anniversary of the Effective Date, subject to Executive’s continued employment through such vesting date. The Initial Option will vest over a three year vesting schedule as follows: thirty-three percent (33%) of the Initial Option will vest on the first (1st) anniversary of the Effective Date and the remainder will vest in twenty-four (24) equal monthly installments thereafter, subject to Executive’s continued employment through each such vesting date. Both the Special Option and the Initial Option will have an exercise price equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares “Fair Market Value” per share of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock date of grant (and for this purpose, “Fair Market Value” as of the grant date shall mean the closing sales price of for a share of Company common stock as quoted on the Nasdaq Stock Market system for such date or, if there is no closing sales price for a share of common stock on the grant date, the closing sales price for a share of common stock on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Board of grantDirectors or its Compensation Committee deems reliable). The foregoing RSU grant shall Initial RSUs will vest according in three substantially equal annual installments on June 10, 2021, 2022 and 2023, subject to performance objectives established by the Committee and in accordance with the requirements of section 162(m) Executive’s continued employment through each such vesting date. Each of the Code relating to the “performance-based” compensation (if any) Special Option and Initial Option shall be subject to the terms and conditions of the award agreement pursuant to which it the award is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”)granted. The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and Initial RSUs shall be subject in all respects to the terms and conditions of the 2017 Plan and the award agreement pursuant to which it the award is granted (which agreement shall reflect the provisions hereof) granted. The Special Option and the 2007 Equity Compensation Plan. (d) For calendar years during Initial Option are being granted to Executive as an inducement material to Executive’s entering into employment with the Employment Period following the 2008 calendar year, the Company and are intended to constitute an “employment inducement” award under Nasdaq Marketplace Rule 5635(c)(4). Executive shall be eligible to receive future equity awards as and when equity awards are granted to senior officers generally, with determined in the amount and terms discretion of such awards determined on the same bases as awards granted to senior officers generallyBoard of Directors. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (a) Contemporaneously with During the Executive’s Start DateEmployment Term, Executive will be eligible to participate in the Executive was granted 31,250 restricted stock units ▇▇▇▇▇▇ ▇▇▇▇, Inc. 2021 Omnibus Incentive Plan (the “RSUsIncentive Plan”), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive ) and the Company’s 1994 Stock Option long-term equity incentive plan (the “LTIP”), as determined by the Board or the Compensation Committee, in its sole discretion. Except as otherwise specifically provided, nothing in this Agreement shall be construed to give Executive any rights to any amount or type of grant or award. Any equity awards shall be granted pursuant to, and Long-Term subject to, the terms and conditions of the Incentive Plan, LTIP and an award agreement and authorized by the Board or the Compensation Committee. Without limiting the generality of the preceding, beginning with the 2022 annual grant cycle, Executive will be eligible to receive annual equity awards under the LTIP in such amounts generally consistent with the Company’s equity award guidelines as amended in effect from time to time and restatedon such conditions as set forth in the applicable award agreement and the LTIP. For the 2022 annual grant cycle, Executive’s target annual equity award will have a grant date fair value equal to approximately 200% of Executive’s Base Salary, and shall vest 25% on each of the first four anniversaries of the grant date, subject to Executive’s continued employment with the Company through the applicable vesting date. (b) Contemporaneously with Without limiting the generality of Section 3.3(a), in consideration of Executive entering into this Agreement, following the filing of the Form S-8 registration statement for the Company’s Incentive Plan, Executive will be eligible to receive a one-time equity incentive award (the “Outperformance Grant”). For the avoidance of doubt, the Outperformance Grant is in addition to the grant previously made by the board of directors of the Company’s predecessor on February 9, 2021. Executive’s Start Outperformance Grant will consist of 2,000,000 restricted stock units that will vest based on time and performance criteria, in each case, subject to Executive’s continued employment through the applicable vesting date. The Outperformance Grant will time vest as to 100% on the 3rd anniversary of the Effective Date. The Outperformance Grant will performance vest as to (i) 25% if and when the volume-weighted average price per share of the Company’s common stock over 30 consecutive trading days (the “30-day VWAP”) at any time on or after the 1st anniversary of the Effective Date but on or prior to the 3rd anniversary of the Effective Date, is above $15, (ii) 25% if and when the Executive was granted a nonqualified stock option 30-day VWAP at any time on or after the 1st anniversary of the Effective Date but on or prior to purchase a the 4th anniversary of the Effective Date, is above $20, (iii) 25% if and when the 30-day VWAP at any time on or after the 1st anniversary of the Effective Date but on or prior to the 5th anniversary of the Effective Date, is above $25 and (iv) 25% if and when the 30-day VWAP at any time on or after the 1st anniversary of the Effective Date but on or prior to the 6th anniversary of the Effective Date, is above $30, provided that, if any of the 30-day VWAP targets in the foregoing clauses (i)–(iv) are not achieved by the respective specified deadlines, such 30-day VWAP target will be increased by 10% and the applicable 25% tranche of the Outperformance Grant with respect to that 30-day VWAP target (as increased) will vest if and when such increased 30-day VWAP target is achieved at any time within the 12-month period following the original deadline for such 30-day VWAP target. Any portion of the Outperformance Grant that has achieved both the time and performance vesting requirements will be settled in an equal number of shares of the Company’s common stock equal to a Black Scholes value for within 60 days following the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar yearapplicable vesting date. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary Any performance-vested portion of the date of grant Outperformance Grant that has not time vested will remain outstanding and shall be subject in all respects eligible to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements foregoing. Except as otherwise provided in Section 4.2, upon the termination of section 162(m) Executive’s employment, any portion of the Code relating Outperformance Grant that has not both time and performance vested will be immediately forfeited. Notwithstanding any other provision of this Agreement or the Incentive Plan to the “performance-based” compensation (if any) contrary, any portion of Outperformance Grant that has not both time and shall performance vested as of the 7th anniversary of the Effective Date will be forfeited. The Outperformance Grant will be subject to the terms and conditions of the Incentive Plan and an award agreement pursuant to which it is granted (which that shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”not include any terms inconsistent with those set forth in this Section 3.3(b). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plan. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (a) Contemporaneously with Notwithstanding anything to the Executive’s Start Date, the Executive was granted 31,250 restricted stock units (“RSUs”), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest contrary set forth in three equal annual installments commencing on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and any equity award agreements between the Company and Consultant (except in circumstances where treatment more favorable to Consultant is provided in any such equity award agreement), (x) any unvested Company equity awards granted prior to April 1, 2023 shall vest in full on the Executive dated Termination Date; (y) any unvested time-vesting equity awards granted after April 1, 2023 which are scheduled to vest within the twelve (12) month period following the Termination Date shall vest in full on the Termination Date pursuant to this Section 4; and (z) any outstanding and unvested performance stock units granted after April 1, 2023 will vest as follows: (i) one-third (1/3) of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a target number of shares underlying the performance stock units are eligible to vest if the Termination Date is before the date which is two (2) years prior to the Vesting Date (as defined in the applicable award agreement), (ii) two-thirds (2/3) of the Company’s common target number of shares underlying the performance stock equal units are eligible to a Black Scholes value for vest if the option Termination Date is on or after the date which is two (2) years prior to the Vesting Date but before the date which is one (1) year prior to the Vesting Date, and (iii) one hundred percent (100%) of $1,156,000, the target number of shares underlying the performance stock units are eligible to vest if the Termination Date is on or after the date which represented $231,000 for is one (1) year prior to the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar yearVesting Date. The foregoing option shall become exercisable in three equal annual installments commencing portion of the performance stock units eligible to vest pursuant to this Section 4 will remain outstanding and eligible to be earned at the end of the applicable performance period based on the first anniversary relative total shareholder return performance (or other applicable performance metric) as outlined in the applicable award agreement and, if earned, will then be distributed to Consultant within sixty (60) days. For the avoidance of the date of grant doubt, Consultant’s Company equity awards shall remain outstanding and shall be subject in all respects eligible to vest pursuant to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive applicable award agreement and the Company’s 1994 2012 Second Amended and Restated Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plan. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generallyTerm. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (a) Contemporaneously with The Company and Executive shall enter into a Stock Option Agreement pursuant to which the Executive’s Start Date, the Company shall grant to Executive was granted 31,250 restricted stock units certain options (“RSUsOptions”), which number ) to purchase common stock of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 Company upon such terms and 25,000 RSUs for conditions set forth below: (i) Options to purchase 3,000,000 shares of the 2007 calendar yearCompany’s common stock. The foregoing RSUs Options shall vest as follows (x) 750,000 of such Options shall vest upon consummation of the Financing, and (y) the remaining 2,250,000 Options shall vest in three equal annual installments commencing the following manner: 562,500 Options shall vest on the first anniversary of the date of grantthis Agreement; provided that the performance objective established by the Committee remaining 1,687,500 Options shall vest monthly in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms equal monthly amounts of 46,875 Options per month, for each of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on 36 months following the first anniversary of the date of grant and this Agreement. (ii) Each Option shall be subject in all respects to exercisable for a period of four (4) years from the terms date of vesting of the Stock Option Agreement by and between Options, at an exercise price equal to $0.50 per share, which is greater than the Company and the Executive dated as 30-day average closing price of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 common stock prior to the date of this Agreement. To the extent that any stock options granted hereunder are not made pursuant to the any Stock Option Plan covered by a registration statement declared effective by the Securities and Long-Term Incentive PlanExchange Commission (the “SEC”), as amended and restatedthe Company agrees to file with the SEC, within a reasonable period following the grant of such options, a Form S-8 registration statement covering the shares of common stock issuable upon exercise of the stock options. In addition, the Executive shall be eligible to be granted Equity Awards under (and therefore subject to all terms and conditions of) such plans or programs as the Company may from time to time adopt, and subject to all rules of regulation of the Securities and Exchange Commission applicable thereto. The number and type of Equity Awards, and the terms and conditions thereof, shall be determined by the Board or committee thereof, in its discretion and pursuant to the plan or arrangement pursuant to which they are granted. Notwithstanding any other provision in this Agreement, in the event of a Change in Control at a time when during the Term of Employment, all Options granted to Executive is employed by the Company (including all Subsidiaries), the Option as shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall immediately vest and become be exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plan. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (a) Contemporaneously with Subject to the Executive’s Start Dateapproval of the Committee, the Executive was granted 31,250 Company will grant you an award of restricted stock units (“RSUs”)) with a target value of $1,000,000. If the RSU award is approved by the Committee, which on the grant date, the target value will be converted into a number of RSUs represented 6,250 RSUs for determined in accordance with the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for Company’s equity practices. Each RSU subject to the 2007 calendar yearaward will represent a right to receive one share of our Class A Common Stock upon vesting. The foregoing RSU award will vest as follows: 25% of the RSUs subject to the award shall vest on the first Company Vesting Date (each of February 15, May 15, August 15, and November 15 is a “Company Vesting Date”) occurring after the first anniversary of your Start Date (as defined below) and 1/16th of the RSUs subject to the award will vest every Company Vesting Date thereafter until the RSU award is fully vested, subject to your continued employment with the Company through each such Company Vesting Date. The RSU award will be subject to the terms and conditions of the Company’s equity incentive plan as then in three effect and the applicable form of RSU agreement thereunder. Subject to the approval of the Committee, the Company will grant you an option to purchase shares of our Class A Common Stock at a price per share equal annual installments commencing to the fair market value of a share of our Class A Common Stock on the date of grant (as determined by the Committee), with such option having a target value of $1,000,000. If the option is approved by the Committee, on the grant date, the target value will be converted into a number of shares determined in accordance with the Company’s equity practices. The option will vest as follows: 25% of the shares subject to the option shall vest on the first anniversary of your Start Date and 1/48th of the date of grant; provided that shares subject to the performance objective established by option award will vest each month thereafter until the Committee in accordance option award is fully vested, subject to your continued employment with Exhibit B hereof is satisfiedthe Company through each such vesting date. The RSUs Your option grant shall be subject in all respects to the terms and conditions of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common equity incentive plan as then in effect and the applicable form of option agreement thereunder. In addition, you will be eligible to receive other awards of stock equal options, restricted stock units or other equity awards pursuant to a Black Scholes value for any plans or arrangements the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar yearCompany may have in effect from time to time. The foregoing option shall become exercisable Committee will determine in three equal annual installments commencing on the first anniversary of the date of grant its discretion whether you will be granted any such equity awards and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and award in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant any applicable plan or arrangement that may be in effect from time to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plantime. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (ai) Contemporaneously with The Company will grant to Executive a special equity award for 2021 consisting of 10,000 time-vesting RSUs (the Executive’s Start Date, the Executive was granted 31,250 restricted stock units (“RSUs2021 Special Equity Award”), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs 2021 Special Equity Award shall vest in three equal annual installments commencing as follows: 3,334 RSUs on October 14, 2022, 3,333 RSUs on October 14, 2023, and 3,333 RSUs on October 14, 2024. The 2021 Special Equity Award will be granted pursuant to the first anniversary of the date of grant; provided that the performance objective established Incentive Compensation Plan. The 2021 Special Equity Award will be evidenced by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares execution of the Company’s common stock equal to a Black Scholes value for standard form of award agreement under the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar yearIncentive Compensation Plan. The foregoing option shall become exercisable grant of the 2021 Special Equity Award will be made within ten (10) days after the Effective Date if the Company is not in three equal annual installments commencing a blackout period on the first anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between Effective Date. If the Company and is in a blackout period on the Executive dated as of Effective Date, them the Start Date and in substantially the form provided to the Executive and 2021 Special Equity Award will be made within three (3) trading days after the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Controlnext trading window opens. (cii) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plan. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive an annual grant of stock options, restricted stock units or other equity awards with a grant date fair value equal to approximately 125% of Executive's base salary, as and when equity awards are granted to senior officers generally, measured in accordance with the amount Company's standard practices of measuring equity value, and terms in accordance with the applicable plans and programs of the Company for executives of the Company and subject to the Company's right to at any time amend or terminate any such awards determined on the same bases plan or program, so long as awards granted to senior officers generally. (e) any such change does not adversely affect any accrued or vested interest of Executive under any such plan or program. All equity awards granted pursuant to the Executive this Agreement shall be subject in all respects to the terms of the Company’s Net Share Retention Programstandard form of award agreement under this Incentive Compensation Plan, modified to provide that, if Executive remains employed by the Company through the date when she becomes 65 years of age and retires at any time thereafter, any unvested equity held by Executive as of that retirement date shall vest ten days after such retirement, subject to the achievement of any applicable performance criteria; provided that, settlement of any such awards shall be in accordance with Section 4(f).

Equity Awards. (a) Contemporaneously with the Executive’s Start Date, the Executive was granted 31,250 restricted stock units (“RSUs”), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plan. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive under Hasbro’s 2003 Stock Incentive Performance Plan, or any successor equity plan (the “Stock Plan”) prior to the Effective Date and outstanding on the Effective Date shall remain outstanding and continue to vest in accordance with the terms of the Stock Plan and applicable award agreements as in effect immediately prior to the Effective Date, subject to the Executive’s continued employment with the Company through the applicable vesting date and any other vesting and forfeiture provisions of the Stock Plan and applicable award agreements, including those relating to “retirement”. (i) Outstanding equity awards granted to the Executive will continue to vest, in accordance with their terms, through the earlier of the Retirement Date or the Date of Termination (as defined in Section 6(d)). The Retirement Date or, if earlier, the Date of Termination, under this Agreement shall be considered the date of the Executive’s retirement from employment with the Company for purposes of the treatment of any outstanding awards upon retirement, including “Early Retirement” as defined in the award agreements. Equity awards that are restricted stock units subject only to service-based vesting criteria that vest in all respects accordance with this Section 3(c) shall be settled at the time that such awards are normally settled for Hasbro’s senior executives, which, for the avoidance of doubt, under the terms of the award agreements is on or prior to March 15 of the year in which the applicable “Annual Vesting Date” occurs (as defined in the applicable award agreement). For the avoidance of doubt, such equity awards shall remain subject to Hasbro’s Clawback Policy. (ii) Subject to the Executive’s continued employment with the Company through the applicable grant date, in fiscal years 2022 and 2023, Executive shall be entitled to receive annual grants of equity awards at the same time and on the same terms as the Company’s annual equity grant to officers and other eligible employees. At such time in fiscal year 2022, and 2023 as the Company makes its annual grant of equity awards to officers and eligible employees pursuant to the Company’s Net Share Retention Programlong-term incentive program, provided the Executive is still employed with the Company at the time of such grant, the Executive will receive equity awards. In fiscal year 2022, Executive shall be entitled to an aggregate award at least equal in grant date value to the grant date value of Executive’s award for fiscal year 2021, which for an avoidance of doubt, had a grant date value of $2,000,000. In fiscal year 2023, Executive will receive an equity award with an aggregate target grant date award level equal to 250% of his annualized Base Salary of $775,000. For purposes of computing the target grant date award level and the amount and form of equity awards to be granted, such equity awards will be valued consistently with the awards being made to other officers of the Company, as if the Executive were going to remain employed with the Company for the full vesting or performance period of such equity grants, subject to the terms of the Stock Plan and applicable award agreements. The forms of the equity awards made to the Executive will be determined by the Company’s Compensation Committee of its Board and will have a mix of award types and vesting terms consistent with those granted to other senior executives of the Company (excluding the Company’s CEO). Following the annual 2023 long- term equity incentive grant, the Executive shall not be eligible for further grants of additional equity awards during the Term. In furtherance of the foregoing, the Executive will not be granted any equity awards in fiscal 2024.

Equity Awards. (aA) Contemporaneously with the Executive’s Start Date, PubCo shall grant to the Executive was granted 31,250 restricted two nonqualified options to purchase an aggregate of 611,124 shares of PubCo common stock units (each, a “RSUsStock Option”), which . Each Stock Option shall cover an equal number of RSUs represented 6,250 RSUs for shares of PubCo common stock, and the period October 4, 2006 through December 31, 2006 first Stock Option shall be granted on the Effective Date (the “Initial Option”) and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs second Stock Option shall vest in three equal annual installments commencing be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of grant; provided that ten years from the performance objective established by the Committee in accordance with Exhibit B hereof is satisfiedgrant date. The RSUs In addition, PubCo shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided grant to the Executive and a restricted stock unit award covering 92,783 shares of PubCo common stock (the Company“RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s 1994 Stock Option and Long-Term Incentive common stock issuable under the Plan, as amended and restatedsubject to the Executive’s continued employment through the grant date. (bB) Contemporaneously with Subject to the Executive’s Start Datecontinued service with the Company through the applicable vesting date, the Executive was granted a nonqualified stock option to purchase a number of shares each of the Company’s common stock equal to a Black Scholes value for Initial Option and the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 RSU Award shall vest and $925,000 for the 2007 calendar year. The foregoing option shall (as applicable) become exercisable in three equal annual installments commencing (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date of grant only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be subject in all respects forfeited and canceled without consideration therefor). (C) Subject to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment continued service with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008through the applicable vesting date, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant Anniversary Option shall vest and become exercisable, as applicable, in equal annual installments over exercisable (x) with respect to 25% of the three-year period commencing underlying shares on the first anniversary of the date grant date, and (y) as to the remaining 75% of grant the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be subject governed in all respects to by the terms of and conditions of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) Plan and the 2007 Equity Compensation Planapplicable Award Agreement. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (a) Contemporaneously with the Executive’s Start DateThe Executive shall be entitled to a combination of (x) restricted grants of common stock, the Executive was granted 31,250 restricted stock units $0.001 par value (“RSUsCommon Stock”), which number of RSUs represented 6,250 RSUs for the Company and (y) a common stock purchase warrant to acquire Common Stock of the Company, a form of warrant is attached hereto as Exhibit B, exercisable over a period October of four (4) years after grant with respect to shares of Common Stock, 2006 through December 31in the aggregate covering five million (5,000,000) shares (collectively, 2006 the “Executive Shares”). (b) The market price of the stock at close of market on the day preceding the Effective Date will determine the fair market value per share (the “Market Value”) of Common Stock issuable to Executive under this Section 3.6, at the respective dates of issuance of the Executive Shares (as those terms are defined below). As soon as practicable, but in any event within thirty (30) days of the date of this Agreement, the Company shall issue and 25,000 RSUs for deliver to Executive the 2007 calendar year. The foregoing RSUs following equity awards based upon the following vesting schedule: (i) one million two hundred fifty thousand (1,250,000) shares of Common Stock shall vest in three equal annual installments commencing immediately upon issuance; (ii) one million two hundred fifty thousand (1,250,000) shares of Common Stock shall vest on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated.Effective Date; (biii) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of one million two hundred fifty thousand (1,250,000) shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing vest on the first second anniversary of the date of grant and Effective Date; and (iv) one million two hundred fifty thousand (1,250,000) shares shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, vest on the fifth third anniversary of the Start Effective Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, The Company shall cooperate with Executive in the making by Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(mtimely election under Section 83(b) of the Internal Revenue Code relating of 1986 with respect to any restricted share grant of Common Stock. Executive shall submit a copy to the “performance-based” compensation (Company of any such election if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Planmade. (d) For calendar years during In the Employment Period following event that the 2008 calendar yearCompany, at its expense, registers with the Securities and Exchange Commission pursuant to one or more effective registration statements under the Securities Act of 1933, as amended (the “Securities Act”), (the “Registration Statement”) in the manner prescribed by Executive, the Company shall include the Executive Shares (the “Registrable Securities”) in the Registration Statement, and shall maintain the effectiveness and currency of each such Registration Statement, including any related prospectus until the resale of such shares by Executive or any successor thereof; and shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s common shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company shall from time to time furnish to Executive sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such shares, or any portion thereof, in the manner prescribed by Executive. In addition, prior to the grant of the Executive Shares, the Company shall enter into an additional agreement with Executive extending to Executive incidental registration rights covering the resale of the Registrable Securities on terms no less favorable to Executive than have then been extended to any other stockholder of the Company. The Company shall pay the costs and expenses incurred by Executive in connection with any such registration, including the reasonable legal fees and expenses that Executive may incur in connection therewith. The obligations of the Company pursuant to this Section 3.6(f) are referred to herein as the “Registration Obligations.” The amount of Common Stock included in a Registration Statement filed is, however, subject to the right of the Company and its underwriters to reduce the number of shares proposed to be registered pro-rata in view of market conditions or legal considerations, pursuant to Rule 415 of the Securities Act, which may limit the total number of shares included on a Registration Statement to thirty percent (30%) of the then issued and outstanding common stock of the Company. In the event the total number of shares registered is required to be adjusted to comply with Rule 415 of the Securities Act, the Executive shall be eligible agrees to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms allocation of such awards determined adjustment on the same bases as awards granted to senior officers generallya pro-rata basis. (e) All equity awards granted On or prior to the first anniversary following the Effective Date, the Company and Executive shall have concurred, in their respective reasonable discretion, on the terms and conditions of a long-term equity incentive award program pursuant to which Executive and the other members of executive management of the Company shall be subject in all respects entitled to the Company’s Net Share Retention Programgrants of shares of Common Stock based upon achievement of specified performance objectives. (f) Any restricted stock granted shall be granted and issued pursuant to a Restricted Stock Agreement, a form of which is attached hereto as Exhibit A.

Equity Awards. (a) Contemporaneously with Contingent upon the Executive’s Start Datestart date of employment being on or before June 3, 2019, the Executive was granted 31,250 shall receive a pro-rated annual equity grant for 2019 in the total aggregate amount of $554,000, which shall consist of (i) time-based restricted stock units with a value of $221,600 on the grant date that vest over a three-year period in 1/3rd increments on each anniversary of the grant date, (“RSUs”)ii) nonqualified stock options with a value of $138,500 on the grant date that vest over a three-year period in 1/3rd increments on each anniversary of the grant date, which number and (iii) performance-based restricted stock units with a target value of RSUs represented 6,250 RSUs for $193,900 that are eligible to vest following the performance period October 4, 2006 through that ends on December 31, 2006 2021, with the performance goals to be set forth in the Annual Equity Award Agreements (as defined below) and 25,000 RSUs for the 2007 calendar yearachievement of such performance goals and the vesting to be determined by the Compensation Committee of the Company. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary number of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by time-based and between the Company and the Executive dated as of the Start Date and in substantially the form provided performance-based restricted stock units granted to the Executive shall be determined by dividing $221,600 and $193,900, respectively, by the closing price of the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with common stock on the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a grant date. The number of shares of the Company’s common stock equal subject to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and based on the Company’s 1994 Stock Option and option valuation methodology. These equity awards will be granted under the Company’s 2018 Long-Term Incentive Plan (the “2018 Plan”) and have such other terms and conditions as are specified in the award agreements for such grants that are approved by the Committee for use by all executive officers in connection with the 2019 annual grant of equity awards (the “Annual Equity Award Agreements”) and shall otherwise be subject to the terms and conditions of the 2018 Plan and the Annual Equity Award Agreements; provided, as amended and restated. In however, that notwithstanding the foregoing, in the event of a Change in Control at a time when conflict between the terms and conditions of the Annual Equity Award Agreements and this Agreement, the terms and conditions of this Agreement shall prevail. Following 2019, the Executive is employed by will be eligible to participate in the Company’s long-term equity incentive programs extended to senior executives of the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether generally at levels commensurate with the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24position, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 which participation and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant levels shall vest according to performance objectives established be determined by the Committee and Board (or a committee thereof) in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Planits sole discretion. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (a) Contemporaneously with the Executive’s Start Date, the Initial Equity Grant - Executive was granted 31,250 restricted stock units (“RSUs”), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing be issued on the first anniversary Effective Date an initial equity grant of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of 12,000,000 restricted shares of the Company’s common stock. The Company will undertake to register 3,000,000 shares of common stock equal (the “Registrable Equity Grant”) underlying the Initial Equity Grant with the Securities and Exchange Commission (the “SEC”) on a Registration Statement on Form S-1 (or, in the alternative, if the Company is so eligible, register the equity incentive plan pursuant to which such Initial Equity Grant was issued with the SEC on a Black Scholes value for Registration Statement on Form S-8 (such registration statement on Form S-1 or S-8, the option of $1,156,000“Registration Statement”)), which represented $231,000 for Registrable Equity Grant shall vest upon the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary earlier of (i) one year from the date of grant and issuance of the Initial Equity Grant or (ii) the date such Registration Statement is declared effective by the SEC. The remaining shares underlying the Initial Equity Grant shall vest in accordance with the schedule set forth on Exhibit A, attached hereto. Executive agrees that he shall be subject in solely responsible for any and all respects elections to be made under Internal Revenue Code (the terms “Code”) Section 83(b) and the payment of all taxes associated therewith shall be the sole responsibility of Executive. Executive shall provide Company with a copy of any election made under Section 83(b) of the Stock Code. (b) Initial Option Agreement by and between the Company and the Grant- Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern timebe awarded, on the fifth anniversary of the Start Effective Date, without regard a ten-year option to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of purchase 10,000,000 shares of the Company’s common stock stock, exercisable at a per share price equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares closing price of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on trading day immediately prior to the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) issuance of the Code relating to the “performance-based” compensation (if any) and Initial Option Grant, which shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, vested in equal annual installments over the three-year period commencing full on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation PlanEffective Date. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. Promptly after Emergence, the Parent Company shall issue Executive restricted shares of the Parent Company’s common stock (athe “Common Stock”) Contemporaneously valued at $25 million in a manner consistent with the Executivevaluation of the Parent Company’s Start common shares in the Plan of Reorganization (the “Emergence Restricted Stock”) and options to purchase an additional number of shares equal to 1.0% of the shares of Common Stock to be outstanding pursuant to the Plan of Reorganization at the time of Emergence (the “Emergence Options”). For purposes of the preceding sentence, the number of shares of Common Stock outstanding on such date shall be determined immediately (i) before the issuance of the Emergence Restricted Stock and Emergence Options and (ii) immediately after the issuance of any other shares, options, shares of restricted stock or warrants issuable in connection with Emergence which are not reflected in the Plan of Reorganization. Subject to the provisions hereof, the Emergence Restricted Stock shall vest on the fifth anniversary of the Effective Date, provided that Executive remains employed by the Executive was granted 31,250 restricted stock units (“RSUs”)Company through such date. Subject to the provisions hereof, which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs Emergence Options shall vest in three and become exercisable on a schedule that is equivalent to five equal annual installments commencing on the first anniversary of the Effective Date (regardless of the date of grant; Emergence and the date on which such Emergence Options are granted), provided that the performance objective established Executive remains employed by the Committee in accordance with Exhibit B hereof is satisfiedCompany through each applicable vesting date. The RSUs shall be subject in all respects to terms exercise price of the Restricted Share Agreement by and between Emergence Options will be equal to the Company value per share of the Common Stock in the Plan of Reorganization and the Executive dated as Emergence Options will be exercisable for a period of seven years following the date of grant (including, without limitation, if Executive’s employment ends at or following the expiration of the Start Date stated Term of this Agreement). In the event that, subsequent to Emergence and in substantially the form provided prior to the Executive and vesting of the Company’s 1994 Stock Option and Long-Term Incentive PlanEmergence Restricted Stock, any beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended and restated. (bthe “Exchange Act”)) Contemporaneously with of 10% or more of the ExecutiveParent Company’s Start Datecommon stock at the time of Emergence, determined based on the Executive was granted number of shares outstanding at Emergence as specified in the manner set forth above (“10% Holder”), sells or transfers all or a nonqualified portion of such common stock option to purchase an unaffiliated third party, a portion of the Emergence Restricted Stock shall vest at such time in an amount equal to (i) the number of shares sold at such time by such 10% Holder divided by the total number of shares of the Parent Company’s common stock equal issued to a Black Scholes value for all 10% Holders at the option time of $1,156,000Emergence, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed multiplied (ii) by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal Emergence Restricted Stock originally issued to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Planthis Section. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (ai) Contemporaneously Effective on the date Employee commences employment with the Executive’s Start DateEmployer, the Executive was Employee shall be granted 31,250 125,000 restricted stock units, with 50,000 units (“RSUs”)scheduled to vest on January 1, which number of RSUs represented 6,250 RSUs for the period October 42009, 2006 through December 31, 2006 and 25,000 RSUs for units scheduled to vest on January 1 of each of 2010, 2011, and 2012, in each case subject to the 2007 calendar yearEmployee remaining an employee or other service provider of Avocent during that time under the terms and conditions of a Restricted Stock Unit Agreement. The foregoing RSUs In addition, Employee shall be awarded a targeted performance share award of 100,000 performance shares with a maximum award of up to one hundred twenty five percent (125%) of such performance shares, and Employee shall become eligible to vest in such performance shares upon the achievement of the specified targeted levels of Avocent Corporation’s common stock price (as measured on a rolling average basis) on specific dates over a two-year period under the terms and conditions of Employee’s Notice of Grant of Performance Shares and Avocent Corporation’s 2008 performance share program, as shall be determined by the Compensation Committee, subject to the Employee remaining an employee or other service provider of Avocent at the time such performance is achieved. If shares become eligible to vest, such shares shall be scheduled to vest in three equal annual installments commencing amounts on January 1 of each of 2010, 2011, and 2012, in each case subject to the first anniversary Employee remaining an employee or other service provider of the date Avocent during that time. Each grant of grant; provided that the restricted stock units or performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shares shall be subject in all respects to the terms and conditions of the Restricted Share Agreement by equity plan under which it is granted and to an equity award agreement between the Company Avocent Corporation and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restatedEmployee. (bii) Contemporaneously The equity awards described in Section 3.3(e)(i) of this Agreement shall be earned and vest as set forth in Employee’s Restricted Stock Unit Agreement(s) and Notice(s) of Grant of Performance Shares, but upon the termination of Employee’s employment with Employer, any such equity awards and any equity awards as the Executive’s Start DateCompensation Committee in its discretion shall grant to Employee (all such past and future equity awards, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and “Equity Awards”) shall be subject in all respects deemed and treated as earned and/or the vesting of such Equity Awards shall be accelerated as to the terms extent set forth in Section 4 of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restatedthis Agreement. In the event that (i) there is a “Change of a Change Control” as defined in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Avocent Corporation 2005 Equity Compensation Incentive Plan (the “2007 Equity Compensation 2005 Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plan. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.or a

Equity Awards. Within sixty (a60) Contemporaneously days following the Effective Date and subject to the approval of the Compensation Committee, the Employee shall be granted (i) 100,000 share-settled restricted share units (“Initial RSU Grant”) with respect to Parent that shall vest 50% on the Executivetwo-year anniversary of the Effective Date and thereafter ratably on a quarterly basis over the following 24 months, and (ii) 500,000 nonqualified share options with respect to Parent (“Initial Option Grant”), with an exercise price equal to fair market value of an ordinary share of Parent on the date of grant that shall vest 25% on the one-year anniversary of the Effective Date and thereafter ratably on a quarterly basis over the following 36 months, with vesting in each case subject to the Employee’s Start continued employment through the applicable vesting date; provided, however, that (i) in the event Employee’s employment is terminated by the Company without Cause or by the Employee due to Good Reason prior to the second anniversary of the Effective Date, the Executive portion of the Initial RSU Grant and the Initial Option Grant that was granted 31,250 restricted stock units (“RSUs”)scheduled to vest on or prior to the 12-month anniversary of such termination of employment, which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary accelerate as of the date of grant; provided that such termination of employment and the performance objective established by remaining unvested portion of the Committee in accordance with Exhibit B hereof is satisfied. The RSUs Initial RSU Grant and Initial Option Grant shall terminate for no consideration as of such termination of employment and (ii) the Initial RSU Grant and Initial Option Grant shall be subject to accelerated vesting in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of Employee’s termination by the Company without Cause or by the Employee due to Good Reason within two years following a Change in Control at a time when (as defined in the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Cambium Networks Corporation 2019 Share Incentive Plan (the “2007 Equity Compensation 2019 Plan”). The foregoing nonqualified stock option grant shall vest Initial RSU Grant and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and Initial Option Grant shall be subject in to all respects to of the terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) 2019 Plan and the 2007 Equity Compensation Plan. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Programstandard form of award agreements.

Equity Awards. (a1) Contemporaneously with Upon the Executive’s Start Date, the Executive was granted 31,250 restricted stock units earlier of (“RSUs”), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through A) December 31, 2006 2017 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary of (B) the date of grant; closing of a Qualifying Transaction, provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares shareholder approval of the Company’s 2017 Equity Incentive Plan (the “Incentive Plan”) has occurred prior to such issuance, the Company shall issue to Employee a total of 2,800,000 shares of restricted common stock equal of the Company and issued to a Black Scholes value for the option Chief Financial Officer 200,000 shares of $1,156,000, which represented $231,000 for restricted common stock (the period October 4, 2006 through December 31, 2006 and $925,000 for “Share Awards”) pursuant to the 2007 calendar year. Incentive Plan (the “Issuance Date”). (2) The foregoing option Share Awards shall become exercisable in three equal annual installments commencing vest as follows: 20% shall vest on the first anniversary of 31st day following the date of grant issuance and shall be subject in all respects to an additional 20% on each 31st day following the terms date of issuance until fully vested. Until vested Employee may not sell, transfer, pledge or assign the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restatedShare Award. In the event of a Change in Control at a time when the Executive is employed material breach of this Agreement by Employee all unvested Share Awards to Employee shall be immediately cancelled. . The Parties acknowledge and agree that the Company (including all Subsidiaries), shall not file any registration statement with respect to the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on Share Awards without the fifth anniversary written consent of investors as provided in the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in ControlUPA. (c3) On March 24, 2008the Issuance Date, the Executive was granted RSUs representing a number Company shall sell, transfer, convey and assign for $10.00 to Employee or his assigns, as is where is and with no representations, warranties covenants or conditions of shares any kind, all of the Company’s right, title and interest in and to its ownership in the common stock equal to $925,000 and on January 2of 3D Nanocolor Corp., 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grantDelaware corporation. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and assignment shall be subject to terms the Company receiving a full general release from and against all claims by 3D and from each and every current or former employee, officer or director of 3D and indemnification by 3D of all liabilities, claims and obligations of 3D to any third party in form and substance reasonably acceptable to the Company. Waiver of Right to Severance Compensation. Pursuant to Section 6 of the agreement pursuant Employment Agreement, in the event of a termination of Employee’s employment prior to which it is granted expiration of the term of the Employment Agreement, Employee was entitled to be paid the base salary, bonus and coverage under any benefit plans as Employee would have been entitled had his employment or this Agreement not been terminated for twelve (which shall reflect 12) months from the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan date of termination (the “2007 Equity Compensation PlanSeverance Payment”). The foregoing nonqualified stock option grant shall vest For the absence of doubt, Employee hereby expressly acknowledges and become exercisable, as applicableagrees to the cancellation of the Severance Payment and that, in equal annual installments over consideration for the three-year period commencing on promises contained herein and for the first anniversary payments and benefits more particularly described in this Section 2 of the date of grant this Agreement, Employee hereby waives and shall be subject in surrenders any and all respects rights to terms of the agreement receive Severance Payment, or any other payment pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plan. (d) For calendar years during the Employment Period following the 2008 calendar yearAgreement, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generallyincluding, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generallywithout limitation, any other compensation not expressly provided for herein. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (a) Contemporaneously with The Executive shall be eligible to participate in the ExecutiveCompany’s Start Datelong-term equity incentive program. During the Initial Term, the Executive was granted 31,250 restricted stock units will receive equity grants having a target annual participation rate of $3,500,000 (collectively referred to herein as the “RSUsLTIP Awards”), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest current expectation is that 25% of the LTIP Awards will be in three equal annual installments commencing on the first anniversary form of stock options (based upon the Black-Scholes value as of the date of grant; provided that the performance objective established , or other applicable valuation of such options as determined by the Committee Committee) and 75% of the LTIP Awards will be in accordance with Exhibit B hereof is satisfiedthe form of performance stock (based upon the value of the stock on the date of grant). The RSUs shall be subject in all respects to terms and conditions of the Restricted Share Agreement LTIP Awards will be governed by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option long-term equity incentive plan. Although the details of the LTIP Awards are subject to review and Long-Term Incentive Planapproval by the Company’s Compensation Committee (the “Committee’”), the initial grant of the LTIP Awards is expected to be made at the same time initial equity grants are made to the executive management of the Company generally, which is expected to be no later than January 1, 2015 or, if later, within thirty (30) days following the Effective Date. The vesting provisions for the initial grant shall apply to the period beginning January 1, 2015 (the “LTIP Grant Date”), irrespective of when it is actually delivered. The Executive will be required to comply with the Company’s written stock ownership policy as amended and restatedmay be in effect from time to time. (b) Contemporaneously with The vesting and payment of the LTIP Awards shall include the following terms and conditions: (i) the options will be subject to time-based cliff vesting at the end of three years from the date of grant (for the initial grant, three (3) years from the LTIP Grant Date), based upon the Executive’s Start Date, continued employment through the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first third anniversary of the date of grant and (for the initial grant, three (3) years from the LTIP Grant Date), (ii) the performance stock awards ▇▇▇▇ ▇▇▇▇▇ vest at the end of the three year period following the date of grant (for the initial grant, three (3) years from the LTIP Grant Date), based upon the satisfaction of performance metrics as set forth by the Committee after consultation with the Executive, as well as the Executive’s continued employment through the end of the applicable performance period. Performance stock LTIP Awards made in each year from 2015 through 2017 shall be payable (subject in all respects to the terms satisfaction of the Stock Option Agreement by applicable vesting and between performance criteria) three years after the Company and the Executive dated as date of grant of the Start Date and award (i.e., the LTIP Awards granted in substantially the form provided 2015 shall be payable, to the Executive extent earned and the Company’s 1994 Stock Option vested, in 2018), and Long-Term Incentive Plan, as amended and restated. In (iii) in the event of a Change in Control at a time when the Executive is employed by the Company Qualifying Termination (including all Subsidiariesas defined below), the Option continued employment requirement of any then outstanding LTIP Awards shall become fully vested and exercisable be deemed pro-rata satisfied as of such termination date and, to the extent that such LTIP Awards include performance requirements, such LTIP Awards shall remain outstanding until the end of the applicable performance period and shall remain exercisable until 5:00 pm, Eastern time, on vest based upon the fifth anniversary actual satisfaction of the Start Dateapplicable performance goals, without regard to whether pro-rated for the Executive’s employment with the Company or any portion of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, period that the Executive was granted RSUs representing employed by Company. For avoidance of doubt, there shall be no double proration of awards that have performance requirements. For example, if the Executive has a number Qualifying Termination upon completion of shares 60% of the Company’s common stock equal employment requirement with respect to $925,000 an LTIP Award that includes performance conditions, and on January 2, 2008, upon the Executive was granted an additional nonqualified stock option grant representing a number of shares completion of the Company’s common stock equal to a Black Scholes value for applicable performance period it is determined that the option performance goals were satisfied at the applicable target level, then 60% of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant target level LTIP Award shall vest according to performance objectives established by the Committee become earned and payable in accordance with the requirements of section 162(m) its terms. Any options that are fully vested as of the Code relating Qualifying Termination shall remain outstanding for the ninety (90) day period following such termination (or, if earlier, the expiration of the applicable term of such options). Notwithstanding the foregoing, in the event of a Qualifying Termination that occurs following a change in control (as such term is defined in the governing documents related to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (LTIP Awards, which shall reflect include the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”condition set forth in Section 7(e)(v). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plan. (d) For calendar years during the Employment Period following the 2008 calendar year), the Executive shall be eligible deemed to receive equity awards have satisfied 100% of any continued employment requirement with respect to any then outstanding LTIP Awards, provided that, for the avoidance of doubt, any performance vesting conditions related to such LTIP Awards will continue to be measured based upon actual performance; provided, further, that in the event that UWW or its successor, ▇▇▇▇ Capital Fund VII, L.P. or any of its affiliated investment funds or management companies (collectively, “Bain”) becomes a majority shareholder as a result of a Company purchase or other acquisition of shares, such ownership shall not constitute a change in control unless UWW or Bain replaces more than two Directors of the Board, whose appointment is not a replacement of a director previously appointed by UWW or Bain. The final terms and when equity awards are granted conditions of each LTIP Award will be set forth in the applicable grant documents related to senior officers generally, such award and will be consistent with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Programlong-term equity incentive program approved by the Committee for such year.

Equity Awards. (ai) Contemporaneously On the Commencement Date, the Company shall grant to the Executive, as an inducement grant under the New York Stock Exchange exemption, in accordance with the applicable rules, a number of Options (as defined in the Company’s 2020 Omnibus Incentive Plan (the “Omnibus Plan”)) having a Black-Scholes value equal to $5 million (the “Initial Options”), and having an Exercise Price equal to the Fair Market Value of a share of Common Stock (each as defined in the Omnibus Plan) on the Commencement Date (the “Commencement Date FMV”), provided that such Initial Options will otherwise be treated as if granted under, and subject to the terms set forth in, the Omnibus Plan. The Initial Options shall vest over the three-year period following the Commencement Date, in substantially equal annual installments on each anniversary of the Commencement Date, subject to the Executive’s Start continued employment hereunder through the applicable vesting date, and shall otherwise be subject to the terms and conditions of the Omnibus Plan and a form of Award Agreement (as defined under the Omnibus Plan) reflecting the terms set forth herein and otherwise consistent with the form filed as Exhibit 10.13 to the Company’s 10-K for the fiscal year ending December 31, 2022 (the “2022 10-K”); and (ii) On or within five (5) business days following the Commencement Date (subject to the filing of a Form S-8 to cover such grant), the Company shall grant to the Executive, as an inducement grant under the New York Stock Exchange exemption, in accordance with the applicable rules, a number of time-based Restricted Stock Units (as defined in the Omnibus Plan) equal to $5 million divided by the Commencement Date FMV (the “Initial RSUs”, and with the Initial Options, the “Initial Grant”), provided that such Initial RSUs will otherwise be treated as if granted under, and subject to the terms set forth in, the Omnibus Plan. The Initial RSUs shall vest over the two-year period following the Commencement Date, in substantially equal annual installments on each anniversary of the Commencement Date, subject to the Executive’s continued employment hereunder through the applicable vesting date, and shall otherwise be subject to the terms and conditions of the Omnibus Plan and a form of Award Agreement (as defined under the Omnibus Plan) reflecting the terms set forth herein and otherwise consistent with the form filed as Exhibit 10.11 to the 2022 10-K. Notwithstanding anything herein to the contrary, the Company may elect to grant the Initial Grants under the Omnibus Plan rather than as inducement grants. (iii) Commencing with the Company’s 2025 annual grant cycle (expected to occur in March of each calendar year), and for each calendar year during the Term thereafter, the Executive was granted 31,250 restricted stock units shall receive an annual equity grant, comprised of an equal mix of time-based and performance-based Restricted Stock Units, under the Omnibus Plan (or successor plan) having a target grant date value of $8 million (the “RSUsAnnual Grant”), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall time-based Restricted Stock Units will vest over the four-year period following the applicable date of grant, in three substantially equal annual installments commencing on the first each anniversary of the such date of grant; provided that , subject to the Executive’s continued employment hereunder through the applicable vesting date, and the performance-based Restricted Stock Units will vest, subject to the Executive’s continued employment hereunder through the applicable vesting date, based on achievement of applicable time-based and performance-based requirements during the applicable performance objective period, in each case, as established by the Compensation Committee in accordance at the time of grant, consistent with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects past practices, and which are applicable to terms of other named executive officers receiving grants at the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restatedsame time. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plan. (d) For calendar years during the Employment Period following applicable performance period, performance will be measured on a pro forma basis to determine the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms applicable level of such awards determined on the same bases as awards granted to senior officers generallyachievement. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (ai) Contemporaneously with Subject to the approval of the Board (and/or a subcommittee thereof), and the Executive’s Start Datecontinued employment the applicable grant date, Holdings shall grant to the Executive was an equity award having an aggregate value of $7,000,000, 50% of which shall be granted 31,250 in the form of a restricted stock units unit award (the “RSUsRSU Award”), and the remaining 50% of which shall be granted in the form of a stock option (the “Option Award” and, together with the RSU Award, the “Equity Awards”), pursuant to the Holdings 2020 Incentive Award Plan (as may be amended from time to time, the “Plan”). (ii) The number of RSUs represented 6,250 RSUs for shares of Holdings’ Class A common stock subject to the period October 4RSU Award shall be determined by dividing $3,500,000 by the average closing share price over the last 20 trading days preceding the applicable grant date. Subject to the Executive’s continued employment with the Corporation through the applicable vesting date, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs RSU Award shall vest as to 25% of the shares subject to the RSU Award on the 15th day of the calendar month in three equal annual installments commencing on which the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Effective Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Planoccurs (or, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on if the first anniversary of the date of grant and shall be subject in all respects to Effective Date occurs after the terms 15th of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern timemonth, on the fifth anniversary 15th of the Start Date, without regard to whether calendar month following the Executive’s employment with the Company or any of its Subsidiaries continues after such Change month in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant Effective Date occurs), and shall be subject in all respects as to terms one-sixteenth (1/16th) of the agreement pursuant shares subject to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation PlanRSU Award on each quarterly anniversary thereafter. (diii) For The Option Award shall be a nonqualified stock option, shall have an exercise price per share equal to the closing price of Holdings’ Class A common stock on the applicable grant date, and shall have a maximum term of ten years from the applicable grant date. The number of shares of Holdings’ Class A common stock subject to the Option Award shall be determined by dividing $3,500,000 by the per share Black-Scholes valuation as of the applicable grant date, utilizing materially the same assumptions that Holdings uses in the preparation of its financial statements. Subject to the Executive’s continued employment with the Corporation through the applicable vesting date, the Option Award shall vest as to 25% of the shares subject to the Option Award on the 15th day of the calendar years during month in which the Employment Period first anniversary of the Effective Date occurs (or, if the first anniversary of the Effective Date occurs after the 15th of the month, on the 15th of the calendar month following the 2008 calendar yearmonth in which the first anniversary of the Effective Date occurs), and as to one-sixteenth (1/16th) of the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted shares subject to the Executive shall be subject in all respects to the Company’s Net Share Retention ProgramOption Award on each quarterly anniversary thereafter.

Equity Awards. (a) Contemporaneously with The parties agree that, in exchange for acceptance of the Executive’s Start offer of employment and the execution of this Agreement, after the Effective Date, the Chief Executive was granted 31,250 Officer will recommend to the Committee (A) an equity grant with a grant date value of One Million Two Hundred Thousand Dollars ($1,200,000.00) (the “RSU Award”) comprised of time-vested restricted stock units (“RSUs”), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest to be settled in three equal annual installments commencing on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to (“RSUs”) and (B) an equity grant with a Black Scholes target award value for of Eight Hundred Thousand Dollars ($800,000) (the option “Performance-based Restricted Stock”) comprised of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Longperformance-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of based restricted shares of the Company’s common stock equal (the “Performance-based Restricted Shares”). The RSU Award and the Performance-based Restricted Stock Award are each referred to $925,000 and on January 2, 2008, the Executive was granted herein as an additional nonqualified stock option grant representing a number of shares of “Equity Award.” Each Equity Award shall be made pursuant to the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) 's 2009 Equity Incentive Plan and shall be subject to the terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and conditions set forth in the Company’s 2007 Omnibus forms of grant notice and award agreements. Approval of the recommendation of each Equity Compensation Plan (Award is in the “2007 Equity Compensation Plan”)sole and unreviewable discretion of the Board and/or the Committee. The foregoing nonqualified stock option grant number of RSUs actually awarded under the RSU Award shall vest and become exercisablebe determined based on the closing market price on the Grant Date, as applicabledefined under the Committee’s standard award resolution language, in equal annual installments over following approval by the threeCommittee. The RSUs under the RSU Award shall, if and when granted by the Committee, be subject to the Company's standard four-year period commencing vesting schedule for new hires, with 1/4th of the total shares subject to the RSU Award (rounded down to the nearest whole share) vesting on the first anniversary of the date of grant and shall be subject in all respects to terms Grant Date of the agreement pursuant RSU Award, and thereafter 1/16th of the total shares subject to which it is granted the RSU Award (which agreement shall reflect rounded down to the provisions hereofnearest whole share, except for the last vesting installment) and the 2007 Equity Compensation Plan. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined vesting on the same bases 15th day of the second month of each calendar quarter after such first anniversary, in each case conditioned on your Continuous Service (as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject defined in all respects to the Company’s Net Share Retention Programequity incentive plan) through each such vesting date. The Performance-based Restricted Stock Award shall be included in the recommendation submitted to the Committee during the Company’s regular 2018 executive compensation planning process. The target and maximum number of Performance-based Restricted Shares awarded under the Performance-based Restricted Stock Award shall be determined based on the closing market price on the Grant Date, as defined under the Committee’s standard award resolution language, following approval by the Committee. The number of Performance-based Restricted Shares actually earned under the Performance-based Restricted Stock Award shall be measured using performance criteria approved by the Committee using a one-year performance period (January 1, 2018 to December 31, 2018), with, notwithstanding the vesting of any other Performance-based Restricted Stock awarded to other executives, 50% of any earned Performance-based Restricted Shares under the Performance-based Restricted Stock Award vesting on December 31, 2019, and the remaining 50% of any earned Performance-based Restricted Shares under the Performance-based Restricted Stock Award vesting on December 31, 2020, in each case conditioned on your Continuous Service (as defined in the Company’s equity incentive plan) through each such vesting date.

Equity Awards. (ai) Contemporaneously with the Executive’s Start DateEffective November 7, the Executive was granted 31,250 restricted stock units (“RSUs”)2010, which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of to purchase two hundred fifteen thousand (215,000) shares of the Company’s Company common stock (the “Option”) with a per share exercise price equal to a Black Scholes $6.51, the fair market value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the such date of grant. The foregoing RSU grant shall vest according to performance objectives established as determined by the Committee Board. Subject to accelerated vesting upon certain terminations of employment as set forth herein, the Option will vest over four (4) years at a rate of one forth (1/4th) of the total number of shares subject to the Option becoming vested on the twelve (12) month anniversary of the grant date and one forty-eighth (1/48th) of the total number of shares subject to the Option becoming vested each month thereafter for the next thirty six (36) months subject to Executive’s continued employment with the Company through each scheduled vesting date. (ii) Effective November 7, 2010, Executive was granted a restricted stock unit covering sixty thousand (60,000) shares of Company common stock (the “RSU”). Subject to accelerated vesting upon certain terminations of employment as set forth herein, the RSU will vest over four (4) years with twenty thousand (20,000) RSUs becoming vested on November 7, 2012, twenty thousand (20,000) RSUs becoming vested on November 7, 2013, and twenty thousand (20,000) RSUs becoming vested on November 7, 2014, subject to Executive’s continued employment with the Company through each scheduled vesting date. Each RSU represents the right to receive one share of Company common stock and the award will be settled in shares of Company common stock upon vesting. (iii) In the event of a termination of employment either by the Company without Cause or by the Executive for Good Reason any unvested portion of the Option and RSU as of Executive’s termination date (after taking into account acceleration of vesting) shall remain outstanding but unvested until the three (3) month anniversary of such termination. In the event a Change in Control occurs during such three (3) month period, the unvested portion of the Option and RSU shall become vested immediately prior to the occurrence of such Change of Control in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) Section 10(a). The Option and shall RSU will be subject to the terms and conditions of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) 2009 Stock Option Plan and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest form of Stock Option and become exercisableRestricted Stock Unit Agreements, as applicable, in equal annual installments over the three-year period commencing on the first anniversary consistent with terms consistent of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Planthis Agreement. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (ai) Contemporaneously with the Executive’s Start DateEffective November 7, the Executive was granted 31,250 restricted stock units (“RSUs”)2010, which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of to purchase one hundred ninety thousand (190,000) shares of the Company’s Company common stock (the “Option”) with a per share exercise price equal to a Black Scholes $6.51, the fair market value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the such date of grant. The foregoing RSU grant shall vest according to performance objectives established as determined by the Committee Board. Subject to accelerated vesting upon certain terminations of employment as set forth herein, the Option will vest over four (4) years at a rate of one forth (1/4th) of the total number of shares subject to the Option becoming vested on the twelve (12) month anniversary of the grant date and one forty-eighth (1/48th) of the total number of shares subject to the Option becoming vested each month thereafter for the next thirty six (36) months subject to Executive’s continued employment with the Company through each scheduled vesting date. (ii) Effective November 7, 2010, Executive was granted a restricted stock unit covering sixty thousand (60,000) shares of Company common stock (the “RSU”). Subject to accelerated vesting upon certain terminations of employment as set forth herein, the RSU will vest over four (4) years with twenty thousand (20,000) RSUs becoming vested on November 7, 2012, twenty thousand (20,000) RSUs becoming vested on November 7, 2013, and twenty thousand (20,000) RSUs becoming vested on November 7, 2014, subject to Executive’s continued employment with the Company through each scheduled vesting date. Each RSU represents the right to receive one share of Company common stock and the award will be settled in shares of Company common stock upon vesting. (iii) In the event of a termination of employment either by the Company without Cause or by the Executive for Good Reason any unvested portion of the Option and RSU as of Executive’s termination date (after taking into account acceleration of vesting) shall remain outstanding but unvested until the three (3) month anniversary of such termination. In the event a Change in Control occurs during such three (3) month period, the unvested portion of the Option and RSU shall become vested immediately prior to the occurrence of such Change of Control in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) Section 10(a). The Option and shall RSU will be subject to the terms and conditions of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) 2009 Stock Option Plan and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest form of Stock Option and become exercisableRestricted Stock Unit Agreements, as applicable, in equal annual installments over the three-year period commencing on the first anniversary consistent with terms consistent of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Planthis Agreement. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (a) Contemporaneously with On or about the Executive’s Start Effective Date, the Executive was will be granted 31,250 restricted stock units (“RSUs”), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock an option to purchase a number of 100,000 shares of the Company’s common stock equal to a Black Scholes value for (the option of $1,156,000“Initial Option”) under the Company’s 2017 Incentive Award Plan (the “2017 Plan”). On or about the Effective Date, which represented $231,000 for Executive will also be granted 50,000 restricted stock units (the period October 4, 2006 through December 31, 2006 and $925,000 for “Initial RSUs”) under the 2007 calendar year2017 Plan. The foregoing option shall become exercisable in Initial Option will vest over a three equal annual installments commencing year vesting schedule as follows: thirty-three percent (33%) of the Initial Option will vest on the first (1st) anniversary of the date of grant Effective Date and shall be the remainder will vest in twenty-four (24) equal monthly installments thereafter, subject in all respects to Executive’s continued employment through each such vesting date. The Initial Option will have an exercise price equal to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares “Fair Market Value” per share of the Company’s common stock equal to $925,000 on the date of grant (and on January 2for this purpose, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares “Fair Market Value” as of the Company’s common stock equal to a Black Scholes value grant date shall mean the closing sales price for the option of $925,000, in each case based on the current stock price of a share of Company common stock as quoted on the Nasdaq Stock Market system for such date or, if there is no closing sales price for a share of common stock on the grant date, the closing sales price for a share of common stock on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Board of grantDirectors or its Compensation Committee deems reliable). The foregoing RSU grant shall Initial RSUs will vest according in three substantially equal annual installments on August 2, 2022, 2023 and 2024, subject to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and Executive’s continued employment through each such vesting date. The Initial Option shall be subject to the terms and conditions of the award agreement pursuant to which it the award is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”)granted. The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and Initial RSUs shall be subject in all respects to the terms and conditions of the 2017 Plan and the award agreement pursuant to which it the award is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plan. (d) For calendar years during the Employment Period following the 2008 calendar year, the granted. Executive shall be eligible to receive future equity awards as and when equity awards are granted to senior officers generally, with determined in the amount and terms discretion of such awards determined on the same bases as awards granted to senior officers generallyBoard of Directors. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (aA) Contemporaneously with During the Employment Period, the Executive shall be entitled to participate in any equity incentive, performance share, performance unit or other equity based long-term incentive compensation plan, program or arrangement generally made available to senior executive officers of the Company, on substantially the same terms and conditions as generally apply to such other officers, except that the size of the awards made to the Executive shall reflect the Executive’s Start Dateposition with the Company and based on the performance criteria established by the Compensation Committee or the Board, as the case may be. (B) Subject to the terms of the Company’s 2017 Equity Incentive Plan (as such plan may be amended, modified or replaced, the Executive was granted 31,250 restricted stock units (“RSUsPlan”), which the availability of sufficient number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary shares of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option common stock available for issuance under the Plan and Long-Term Incentive Planthe form of stock option agreement issued thereunder, as amended and restated. (b) Contemporaneously with prior to January 31, 2022, following the Executive’s Start Dateapproval of the Board, the Company will issue the Executive was granted a nonqualified stock option (the “2021 Option Award”) to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for 2.4% of the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of Deemed Outstanding Shares determined as the date of grant and shall be subject in all respects to the terms issuance of the Stock 2021 Option Agreement by and between Award (the “2021 Shares”). The 2021 Option Award shall include the following additional terms: (1) the exercise price per share for the 2021 Shares shall equal the fair market value of the Company’s common stock on the date of the grant of the 2021 Option Award; (2) subject the Executive’s continued employment with the Company and the Executive dated as terms and conditions of the Start Date Plan, twenty-five percent (25%) of the 2021 Shares shall vest and in substantially become exercisable on the form provided one (1) year anniversary of the issuance date of the 2021 Option Award and the balance of the 2021 Shares subject to the Executive 2021 Option Award shall vest and become exercisable in equal monthly installments on the Company’s 1994 Stock Option last day of each month over the next thirty-six (36) months; and Long-Term Incentive Plan, as amended and restated. In (3) upon the event occurrence of a Change in Control at a time when (as defined in the Executive is employed by the Company (including Plan) all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date2021 Shares subject to the 2021 Option Award shall fully vest and become exercisable immediately prior to the effectiveness of such Change in Control, without regard subject to whether the Executive’s continued employment with the Company or any as of its Subsidiaries continues after each such Change date and as further provided in Control. (c) On March 24, 2008the terms and conditions of this Agreement, the Executive was granted RSUs representing a number 2021 Option Award and the Plan. For the purposes of this Agreement: “Deemed Outstanding Shares” shall mean as of each such date of determination the sum of the following: (x) all of the issued outstanding shares of the Company’s common stock; and (y) all issued and outstanding shares of the Company’s preferred stock calculated on an as-converted to shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of basis (excluding any shares of the Company’s common preferred stock equal to a Black Scholes value for the option of $925,000, that are issued or issuable in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established connection with any rights plan or rights agreement implemented by the Committee Company); In the event of breach of this Section 2(b)(ii)(B) by the Company, the Executive’s sole and in accordance with exclusive remedy shall be to require the requirements of section 162(m) of Company to issue the Code relating 2021 Option Award to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation PlanExecutive. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (a) Contemporaneously with Subject to approval by the Executive’s Start DateBoard, the Executive was granted 31,250 restricted stock units Company shall grant you an option under the 2008 Equity Incentive Plan (the “RSUsEquity Plan”), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of 1,884,850 shares of the Company’s common stock equal to a Black Scholes Common Stock (the “Option”) at fair market value for as determined by the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated Board as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established Option will be governed in full by the Committee Equity Plan and your grant agreement. Your grant agreement for the Option will include a four-year vesting schedule subject to your Continuous Service (as defined in accordance with the requirements of section 162(mEquity Plan), under which (i) twenty-five percent (25%) of the Code relating shares subject to the “performance-based” compensation Option will vest on the one year anniversary of your vesting commencement date, and (ii) the remaining unvested shares shall vest in monthly installments equal to 1/48th of all shares beginning with the first monthly anniversary of the initial vesting tranche and continuing on a monthly basis thereafter. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ December 28, 2010 In addition, if anythe Company is subject to a Change in Control (as defined in Section 9(b)) and shall you remain an employee of the Company as of the consummation of the Change in Control, any then-outstanding equity awards (including stock options or restricted stock) provided to you in connection with your employment with the Company (the “Equity Awards”) will be subject to terms accelerated vesting in an amount equal to fifty percent (50%) of the agreement pursuant then-unvested shares, effective as of immediately prior to which it is granted (which shall reflect the provisions hereof) and effective date of the Company’s 2007 Omnibus Equity Compensation Plan Change in Control (the “2007 Single Trigger Acceleration”) and, following the Single Trigger Acceleration, the Equity Compensation Plan”Awards will continue to vest on their original vesting schedules. For example, if an Equity Award contains a monthly vesting schedule under which 1/48th of the total shares subject to the Equity Award vest each month, then following the Single Trigger Acceleration, such Equity Award will continue vesting in monthly increments of 1/48th of the total shares subject to the Equity Award (which would result in full vesting at an earlier date than in the absence of the Single Trigger Acceleration, contingent upon Continuous Service). The foregoing nonqualified stock option grant shall vest and become exercisableNotwithstanding the foregoing, as applicable, in equal annual installments over the threea pre-year period commencing on the first anniversary condition of the Single Trigger Acceleration, you will be required to timely sign, date and return to the Company (or its successor), and to not subsequently revoke, a general release of grant all known and shall unknown claims in the form provided to you by the Company. In addition, the Equity Awards may be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plan. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject Double Trigger Acceleration, as provided in all respects to the Company’s Net Share Retention ProgramSection 8(b) of this Agreement.

Equity Awards. Employee will be granted upon commencement of employment with Onvia: (ai) Contemporaneously with an award of 50,000 shares of common stock of Onvia which shall be forfeited and reconveyed to Onvia by Employee without additional consideration if Employee ceases to be continuously employed by Onvia through the Executivesix month anniversary of his commencement of employment (“Restricted Stock Award”); (ii) an award of a nonqualified stock option to purchase 225,000 shares of Onvia’s Start Date, the Executive was granted 31,250 common stock (“2017 Option”) and (iii) an award of 25,000 restricted stock units which shall vest on the first anniversary of Employee’s commencement of employment provided Employee remains continuously employed through such first anniversary (“RSUs2▇▇▇ ▇▇▇ Grant”), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall 2017 Option will have an exercise price equal to the closing price on the Nasdaq stock exchange of a share of Onvia common stock on the trading day preceding Employee’s commencement of employment. The 2017 Option will vest and become exercisable in the following manner provided Employee remains continuously employed with Onvia through the relevant periods: (i) with respect to 100,000 shares of Onvia’s common stock, such 2017 Option will vest and become exercisable over three equal annual installments commencing years - with the 2017 Option with respect to 33,334 shares vesting and becoming exercisable on the first anniversary of the date Employee’s commencement of grantemployment with Onvia, and the 2017 Option then vesting and becoming exercisable on the last day of each month after such first year anniversary with respect to 2,777.75 shares of Onvia’s common stock; provided that the performance objective established (ii) with respect to 75,000 shares of Onvia’s common stock, such 2017 Option will vest and become exercisable based on achievement of operating profit and/or revenue goals, as set and approved by the Compensation Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement Board in April, 2017; and (iii) with respect to 50,000 shares of Onvia’s common stock, such 2017 Option will vest and become exercisable based on attainment of total shareholder return goals as set and approved by and between the Company and the Executive dated as Compensation Committee of the Start Date and Board in substantially April, 2017. In addition, Employee will be granted in 2018 on the form first anniversary of his commencement of employment with Onvia provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, he remains continuously employed through such grant date additional awards as amended and restated. follows: (bi) Contemporaneously an award of 50,000 restricted stock units vesting 50% with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing continued service on the first anniversary of the commencement of employment and the remaining 50% with continued service on the second anniversary of the commencement of employment (“2▇▇▇ ▇▇▇ Grant”) and (ii) an option with respect to 50,000 shares of Onvia’s common stock which will vest and become exercisable based on achievement of operating profit and/or revenue goals as set and approved by the Compensation Committee of the Board and will have an exercise price equal to the closing price on the stock exchange of a share of Onvia common stock on the trading day preceding the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated(“2018 Option”). In the event of a Change in Control at a time when the Executive (as defined in Onvia’s 2008 Equity Incentive Plan) while Employee is still employed by the Company (including all Subsidiaries)with Onvia, the Option awards that had been granted pursuant to this Section 1.3 of this Agreement prior to such Change in Control and remain outstanding shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grantvested. The foregoing RSU grant Restricted Stock Award, 2▇▇▇ ▇▇▇ Grant, 2017 Option, 2▇▇▇ ▇▇▇ Grant and 2018 Option shall vest according be subject to performance objectives established by the Committee terms and conditions of Onvia’s 2008 Equity Incentive Plan and the award agreements thereunder. Employee and Onvia agree to work together in accordance with the requirements good faith to avoid or minimize any limitation on Onvia's tax deduction for compensation to Employee because of section Section 162(m) of the Internal Revenue Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable1986, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Planamended. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (ai) Contemporaneously with Upon the Executive’s Start Effective Date, Parent shall grant the Executive was granted 31,250 the following restricted stock units unit (“RSUsRSU”), which number of RSUs represented 6,250 RSUs for ) awards (the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated.“Initial Awards”): (bA) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase RSU award covering a number of shares of the CompanyParent’s Class A common stock having a total grant date value equal to a Black Scholes value for $2,750,000 (the option of $1,156,000“Make-Whole Award”), which represented $231,000 for the period October 4award shall vest over a two (2) year period, 2006 through December 31with 18.8% of such RSUs vesting on each of February 15, 2006 May 15 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing August 15 of 2022 and 10.9% of such RSUs vesting on the first anniversary of the date of grant November 15, 2022, February 15, 2023, May 15, 2023 and shall be August 15, 2023, subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s continued employment with through the Company or any of its Subsidiaries continues after such Change in Control.relevant vesting date; and (cB) On March 24, 2008, the Executive was granted RSUs representing a RSU award covering a number of shares of the CompanyParent’s Class A common stock having a total grant date value equal to $925,000 2,500,000, which award shall vest over a four (4) year period, with 25% of such RSUs vesting on the first (1st) anniversary of the Effective Date, and on January 2the remaining RSUs vesting in equal quarterly installments thereafter, 2008, subject to the Executive was granted an additional nonqualified stock option grant representing a Executive’s continued employment through the relevant vesting date. The number of shares of the CompanyParent’s Class A common stock equal to a Black Scholes covered by each Initial Award shall be calculated by dividing the grant date value set forth above by the volume-weighted average price of the Class A common stock for the option of $925,000, in each case based on four-week period ended the current stock price of a share of Company common stock on day immediately preceding the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation PlanEffective Date. (dii) For In addition, beginning with the first calendar years year during the Employment Period following the 2008 Term commencing with calendar yearyear 2023, the Executive shall be eligible for annual equity awards, subject to receive equity awards as and the approval of the Board or the Committee, when annual equity awards are granted to other senior officers generally, with executives of the amount and terms of Company generally (such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive Executive, the “Annual Awards”). The Annual Awards shall be in the amounts and forms as determined by the Board or the Committee. (iii) The Initial Awards and the Annual Awards shall be subject to the terms of the Omnibus Plan and the applicable award agreements approved by the Board or the Committee; provided, that the following terms shall apply: (A) to the extent more favorable to the Executive, the terms and definitions in all respects this Agreement shall govern and apply to the Initial Awards and the Annual Awards (including, without limitation, the definitions of “Cause” and “Good Reason”); (B) to the extent more favorable to the Executive (but without duplication of any vesting credit provided under the applicable award agreement), subject to the Executive delivering to the Company a Release within the Release Delivery Period (each, as defined below), in case of a termination of the Executive’s employment due to the Executive’s death, by the Company for Disability (as defined below)or without Cause or by the Executive for Good Reason (as defined below), the Make Whole Award shall to the extent then unvested, vest in full upon (and effective as of) the date of such termination (the “Vesting Credit”); and (C) to the extent more favorable to the Executive (but without duplication of any vesting credit provided under the applicable award agreement), the Initial Awards and any Annual Awards that are subject solely to service-vesting conditions shall, to the extent then unvested, become fully vested upon (and effective as of) a termination of the Executive’s employment (x) due to the Executive’s death or by the Company for Disability, (y) by the Company without Cause or by the Executive for Good Reason, or (z) as a result of the Company’s Net Share Retention Programor Parent’s non-extension of the Employment Term as provided in Section 2 hereof, but only if, in each case, the date of such termination occurs during the Change of Control Protection Period (as defined below) (the “Change of Control Vesting Credit”); provided, that if such termination date occurs during the Change of Control Protection Period and prior to the Change of Control, such accelerated vesting shall be subject to, and effective as of, the effective date of the Change of Control.

Equity Awards. (ai) Contemporaneously with Subject to the Executive’s Start Dateapproval of the Compensation Committee, the Company shall cause the Parent to give Executive was granted 31,250 restricted an initial grant of options to purchase one hundred and fifty thousand (150,000) shares of common stock units of Parent (“RSUsCommon Stock”), which number ) with a per share exercise price equal to the closing price of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing a share of Common Stock on the first anniversary of New York Stock Exchange on the date of grant; provided grant (the “Option”). The Option shall be granted following the approval of the Compensation Committee which shall be no later than thirty (30) days following the Effective Date. All stock option grants are made at the discretion of the Compensation Committee and the Company has no reason to believe that the performance objective established Option will not be approved by the Committee in accordance with Exhibit B hereof is satisfiedCompensation Committee. The RSUs shall be subject in all respects to Executive will receive a stock option agreement that incorporates the terms of Parent’s equity incentive plan and sets forth the Restricted Share Agreement by terms and between the Company and the Executive dated as conditions of the Start Date Option grant, including the vesting schedule and in substantially applicable exercise price, following approval thereof by the form provided Compensation Committee. One Fourth (1/4th) of the shares subject to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing vest on the first anniversary of the date of grant (the “First Vesting Date”), and an additional one-sixteenth (1/16th) of such shares shall be subject in all respects to vest every three (3) months following the First Vesting Date. Notwithstanding the terms of the Stock Option Agreement by and between equity incentive plan or the Company and the Executive dated as of the Start Date and stock option agreement, in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of (X) a Change in Control at a time when (as defined in the Executive is employed by the Company (including all Subsidiariesapplicable equity incentive plan), the vesting of the Option shall automatically accelerate and all unvested shares of Common Stock subject to such Option shall then become fully vested and exercisable as of the effective date of the Change in Control; or (Y) in the event Executive’s employment is terminated without Cause or Executive resigns for Good Reason, and shall remain exercisable until 5:00 pm, Eastern time, on in either case such termination or resignation occurs prior to the fifth one year anniversary of the Start Dategrant date of the option, without regard then, twenty-five (25%) percent of the shares of Common Stock subject to whether such Option shall automatically accelerate and become fully vested and exercisable. In such case, Executive shall have 180 days following the Executivedate of termination to exercise the vested shares under the Option. Such shares shall also be subject to the terms and conditions, including the vesting schedule, set forth in a stock option agreement and Parent’s employment with the Company or any of its Subsidiaries continues after such Change in Controlequity incentive plan. (cii) On March 24, 2008Subject to the approval of the Compensation Committee, the Company shall cause the Parent to give Executive was granted RSUs representing a number an initial grant of fifty thousand (50,000) shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal restricted Common Stock pursuant to a Black Scholes value for the option of $925,000, in each case based on the current restricted stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according award agreement to performance objectives established by the Committee be entered into between Executive and in accordance with the requirements of section 162(m) of the Code relating to the Parent (“performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation PlanRestricted Common Stock”). The foregoing nonqualified Restricted Common Stock shall be granted following the approval of the Compensation Committee which shall be no later than thirty (30) days following the Effective Date. Executive will receive a restricted stock option grant shall vest award agreement that incorporates the terms of Parent’s equity incentive plan and become exercisablesets forth the terms and conditions of the restricted shares, as applicableincluding the vesting schedule, in equal annual installments over following approval thereof by the three-year period commencing Compensation Committee. The restrictions on the Restricted Common Stock shall lapse semi-annually with twenty percent (20%) of the total Restricted Common Stock vesting during the first anniversary of year from the date of grant and shall be subject in all respects to forty(40%) vesting each year thereafter for the following two (2) years. Notwithstanding the terms of the equity incentive plan or the restricted stock agreement, (X) in the event Executive’s employment is terminated without Cause or Executive resigns for Good Reason immediately prior to or following a Change in Control, all restrictions on the Restricted Common Stock shall automatically lapse, or (Y) in the event Executive’s employment is terminated without Cause or Executive resigns for Good Reason, and in either case such termination or resignation occurs prior to the one year anniversary of the grant date of the Restricted Common Stock, all restrictions on twenty-five (25%) percent of the shares shall automatically lapse. After August 1, 2012, and subject to Executive’s continued employment with the Company, Executive will receive an additional grant of ten thousand (10,000) shares of Restricted Common Stock of Parent, to be granted at the next regularly scheduled meeting of the Compensation Committee following such date. Such shares shall also be subject to the terms and conditions, including vesting schedule, set forth in a restricted stock award agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation PlanParent’s equity incentive plan. (diii) For calendar years during the Employment Period following the 2008 calendar year, the The Parties acknowledge that Executive shall be eligible to receive annual equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined grants on the same bases basis as awards granted to other similarly situated senior officers generallyexecutives of the Company and in accordance with the equity compensation plans determined by the Compensation Committee, in its sole discretion. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (a) Contemporaneously with the Executive’s Start Date, The Company shall grant to the Executive was Equity Awards from time to time in the sole discretion of the Board (or, as applicable, Compensation Committee). (i) The Company shall recommend to the Board that the Executive be granted 31,250 a sign-on Equity Award of 20,000 restricted stock units (“RSUs”)under the Equity Plan, which number of RSUs represented 6,250 RSUs for the period October 4subject to time-based vesting, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing with 50% vesting on the first anniversary of the vesting commencement date of grant; provided that (to be specified in the performance objective established by relevant award agreement) and the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms remaining 50% vesting on the second anniversary of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided vesting commencement date, subject to the Executive and the CompanyExecutive’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restatedcontinued employment. (bii) Contemporaneously The Company shall recommend to the Board that the Executive be granted an additional Equity Award of 500,000 restricted stock units under the Equity Plan, with the Executive’s Start Datefollowing vesting terms: (i) 166,667 restricted stock units subject to time-based vesting, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing with 50% vesting on the first anniversary of the vesting commencement date of grant and shall (to be subject specified in all respects to the terms of the Stock Option Agreement by and between the Company relevant award agreement) and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, remaining 50% vesting on the fifth second anniversary of the Start Datevesting commencement date, without regard subject to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. continued employment; (cii) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common 166,667 restricted stock equal units subject to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case vesting based on the current stock price of a share achievement of Company common stock performance goals measured on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisablea Fiscal Year basis, as applicablewell as the Executive’s continued employment, in equal annual installments over the three-year period commencing with 50% vesting on the first anniversary of the vesting commencement date and 50% vesting on the second anniversary of grant the vesting commencement date, in each case only to the extent the Company performance goals have been met as of such applicable vesting date; and shall (iii) 166,666 restricted stock units subject to vesting based on achievement of individual performance goals measured on a Fiscal Year basis, as well as the Executive’s continued employment, with 50% vesting on the first anniversary of the vesting commencement date and 50% vesting on the second anniversary of the vesting commencement date, in each case only to the extent the individual performance goals have been met as of such applicable vesting date. (iii) All Equity Awards will be subject in all respects to the terms of the Equity Plan and such other terms and conditions as determined by the Board in its sole discretion and set forth in a separate Equity Award agreement. In the event of any conflict between the terms of the terms of an Equity Award agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plan. (d) For calendar years during the Employment Period following the 2008 calendar yearterms of this Agreement, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generallyEquity Award agreement will govern. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (a) Contemporaneously with During the Executive’s Start DateEmployment Term, Executive will be eligible to participate in the Executive was granted 31,250 restricted stock units B▇▇▇▇▇ ▇▇▇▇, Inc. 2021 Omnibus Incentive Plan (the “RSUsIncentive Plan”), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive ) and the Company’s 1994 Stock Option long-term equity incentive plan (the “LTIP”), as determined by the Board or the Compensation Committee, in its sole discretion. Except as otherwise specifically provided, nothing in this Agreement shall be construed to give Executive any rights to any amount or type of grant or award. Any equity awards shall be granted pursuant to, and Long-Term subject to, the terms and conditions of the Incentive Plan, LTIP and an award agreement and authorized by the Board or the Compensation Committee. Without limiting the generality of the preceding, beginning with the 2022 annual grant cycle, Executive will be eligible to receive annual equity awards under the LTIP in such amounts generally consistent with the Company’s equity award guidelines as amended in effect from time to time and restatedon such conditions as set forth in the applicable award agreement and the LTIP. For the 2022 annual grant cycle, Executive’s target annual equity award will have a grant date fair value equal to 75% of Executive’s Base Salary, and shall vest 25% on each of the first four anniversaries of the grant date, subject to Executive’s continued employment with the Company through the applicable vesting date. (b) Contemporaneously with Without limiting generality of Section 3.3(a), Executive is eligible for a one-time sign-on equity bonus of 63,000 restricted stock units following the Company’s closing of the Agreement and Plan of Merger, dated May 8, 2021, between Star Peak Corp II, STPC II Merger Sub Corp, and B▇▇▇▇▇ ▇▇▇▇, Inc. and the Company’s successful public market entry. This sign-on equity bonus will time vest in four equal annual tranches on each of the first four anniversaries of the bonus’s grant date, subject to Executive’s Start continued employment through each anniversary vesting date. Each vested tranche will be paid within 30 days after it is vested. (c) Without limiting the generality of Section 3.3(a), in consideration of Executive entering into this Agreement, following the filing of the Form S-8 registration statement for the Company’s Incentive Plan, Executive will be eligible to receive a one-time equity incentive award (the “Founder’s Grant”). Executive’s Founder’s Grant consists of 67,000 restricted stock units that will vest based on time and performance criteria, in each case, subject to Executive’s continued employment through the applicable vesting date. The Founder’s Grant will time vest as to 100% on the 3rd anniversary of the Effective Date. In addition, the Founder’s Grant will performance vest as to (i) 50% if and when the volume-weighted average price per share of the Company’s common stock over 30 consecutive trading days (the “30-day VWAP”) at any time on or after the 1st anniversary of the Effective Date but on or prior to the 3rd anniversary of the Effective Date, equals or exceeds $15 and (ii) 50% if and when the Executive was granted a nonqualified stock option 30-day VWAP at any time on or after the 1st anniversary of the Effective Date but on or prior to purchase a the 5th anniversary of the Effective Date, equals or exceeds $20, provided that, if the 30-day VWAP target in the foregoing clause (i) is not achieved by the 3rd anniversary of the Effective Date, such 30-day VWAP target will be increased by 10% and the applicable 50% tranche of the Founder’s Grant with respect to that 30-day VWAP target (as increased) will vest if and when such increased 30-day VWAP target is achieved at any time within the 12-month period following the 3rd anniversary of the Effective Date. Any portion of the Founder’s Grant that has achieved both the time and performance vesting requirements will be settled in an equal number of shares of the Company’s common stock equal to a Black Scholes value for within 60 days following the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar yearapplicable vesting date. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary Any performance-vested portion of the date of grant Founder’s Grant that has not time vested will remain outstanding and shall be subject in all respects eligible to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements foregoing. Except as otherwise provided in Section 4.2, upon the termination of section 162(m) Executive’s employment, any portion of the Code relating Founder’s Grant that has not both time and performance vested will be immediately forfeited. Notwithstanding any other provision of this Agreement or the Incentive Plan to the “performance-based” compensation (if any) contrary, any portion of Founder’s Grant that has not both time and shall be subject to terms performance vested as of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first 5th anniversary of the date of grant and shall Effective Date will be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Planforfeited. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (ai) Contemporaneously with Promptly after the Executive’s Start Date, the Syniverse shall grant Executive was granted 31,250 1,000,000 restricted stock units (the “RSUs”) under the 2011 Equity Plan of Syniverse Corporation, as it may be amended from time to time (the “2011 Equity Plan”), which number of RSUs represented 6,250 RSUs for and an award agreement thereunder. Subject to Executive’s continued employment through the period October 4applicable vesting date, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in ratably over a 3-year period, with thirty-three equal annual installments commencing on the first anniversary and one-third percent (33 and 1/3%) of the RSUs vesting on each anniversary date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restatedgrant date. (bii) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of Promptly after the Start Date, without regard Syniverse shall grant Executive an option (the “First Option”) to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of purchase 1,500,000 shares of the Company’s common stock of Syniverse, par value $0.01 (“Common Stock”), under the 2011 Equity Plan, and an award agreement thereunder. The exercise price per share subject to the First Option shall equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes fair market value for the option of $925,000, in each case based on the current stock price of a share of Company common stock Common Stock on the date of grant, which, as of the date hereof, equals $10.00. The foregoing RSU grant Subject to Executive’s continued employment through the applicable vesting date, the First Option shall vest according to performance objectives established by the Committee and in accordance ratably over a 4-year period, with the requirements of section 162(mtwenty five percent (25%) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms First Option vesting on each anniversary date of the agreement pursuant to which it is granted grant date. (which iii) Promptly after the Start Date, Syniverse shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan grant Executive an option (the “2007 Second Option”) to purchase 1,000,000 shares of Common Stock, under the 2011 Equity Compensation Plan”), and an award agreement thereunder. The foregoing nonqualified stock option grant exercise price per share subject to the Second Option shall vest and become exercisableequal 200% of the fair market value of a share of Common Stock on the date of grant, which, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and hereof, equals $20.00. Subject to Executive’s continued employment through the applicable vesting date, the Second Option shall be subject in all respects to terms vest ratably over a 4-year period, with twenty five percent (25%) of the agreement pursuant to which it is granted (which agreement shall reflect Second Option vesting on each anniversary date of the provisions hereof) and the 2007 Equity Compensation Plangrant date. (div) For calendar years during Notwithstanding anything to the Employment Period following contrary in this Agreement or any award agreement with respect to any of the 2008 calendar yearOptions or the RSUs, subject to Executive’s continued employment for the period beginning on the Start Date and ending on the date of the consummation of a Change in Control, any equity awards (including, without limitation, the Executive shall be eligible to receive equity awards as RSUs and when equity awards are the Options) granted to senior officers generally, with Executive under the amount 2011 Equity Plan (or any successor thereto) that have not otherwise vested prior to such Change in Control shall become vested immediately prior to such Change in Control (and terms subject to the consummation of such awards determined on the same bases as awards granted to senior officers generallyChange in Control). (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (ai) Contemporaneously with All equity awards previously granted to Executive by the Executive’s Start Company under the Hanesbrands Inc. Omnibus Incentive Plan, as amended from time to time (the “Equity Plan”) that are outstanding as of the Effective Date, the Executive was granted 31,250 including both performance stock awards and restricted stock units (“RSUsOutstanding Equity Awards”), which number of RSUs represented 6,250 RSUs for shall continue to vest during the period October 4Term, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the while Executive is employed by the Company (including all Subsidiaries)providing services as CEO, the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) terms set forth in the applicable award agreement. All Outstanding Equity Awards will remain subject to the terms and conditions of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) Equity Plan and the Company’s 2007 Omnibus applicable award agreements, with any performance stock awards determined in the same manner and with the same adjustments as performance stock awards are determined for other Company executives under the Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plan. (dii) For calendar years during the Employment Period The Outstanding Equity Awards granted to Executive on each of December 12, 2017 and December 11, 2018 shall continue to vest following the 2008 calendar year, end of the Executive shall Term consistent with the treatment to be eligible to receive equity awards as and when equity awards are provided on Executive’s retirement in accordance with Section 7 of the applicable award agreement. The Outstanding Equity Awards granted to senior officers generallyExecutive on each of December 12, with 2017 and December 11, 2018 will remain subject to the amount terms and terms of such awards determined on the same bases as awards granted to senior officers generallyconditions provided in those award agreements for vesting following retirement. (eiii) All equity awards If Executive remains employed until January 2, 2021, all Outstanding Equity Awards granted to Executive on January 28, 2020 shall continue to vest as scheduled on each vesting date following the Executive shall be end of the Term consistent with the treatment provided on Executive’s retirement in accordance with Section 7 of the applicable award agreement. The Outstanding Equity Awards that continue to vest following the end of the Term in accordance with this Section 3(c)(iii) will remain subject in all respects to the Companyterms and conditions provided in the applicable award agreements for vesting following retirement. If Executive’s Net Share Retention Programemployment terminates prior to January 2, 2021, whether Outstanding Equity Awards granted to Executive on January 28, 2020 continue to vest as scheduled on each vesting date following the end of the Term will be determined in accordance with Section 4 below.

Equity Awards. Subject to Section 7 and 11.1 of this Agreement, the Committee shall take such action as may be necessary to effect the following (acontingent upon the occurrence of the Release Effective Date): 2.5.1. For purposes of the stock options granted to Executive by Parent on January 19, 2017, January 17, 2018 and January 17, 2019 (collectively, the “Relevant Options”), the occurrence of the Final Effective Date shall be deemed to constitute an “Eligible Termination” within the meaning of the terms applicable to such awards (the “Relevant Option Terms”), provided that the Final Effective Date occurs prior to a Change in Control. As such, any Relevant Options that remain outstanding as of the Final Effective Date will mature on the Maturity Date specified in the applicable Notice of Grant, and the Expiration Date (as defined in the Relevant Option Terms) Contemporaneously with for any matured option will be five years from the Executive’s Start Final Effective Date, but in no event later than the Executive was granted 31,250 ten-year anniversary of the grant date. 2.5.2. Any time-vesting restricted stock units (“RSUs”)) granted to Executive by Parent on January 19, which number 2017, January 17, 2018 and January 17, 2019 (collectively, the “Relevant RSUs”) that ordinarily would have vested within 12 months of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall Final Effective Date will vest in three equal annual installments commencing on the first anniversary of 60th day following the date of grant; Final Effective Date, provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects Final Effective Date occurs prior to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. 2.5.3. For purposes of the performance-based restricted stock units (c“PSU”) On March 24granted to Executive by Parent on January 17, 20082018 and January 17, 2019 (collectively, the Executive was granted RSUs representing a number of shares “Relevant PSUs,” and together with the Relevant Options and Relevant RSUs, the “Relevant Grants”), the occurrence of the Company’s common stock equal Final Effective Date shall be deemed to $925,000 and on January 2constitute an “Eligible Termination” within the meaning of the applicable terms (the “Relevant PSU Terms”), 2008provided that the Final Effective Date occurs prior to any Change in Control. As such, the Executive was granted an additional nonqualified stock option grant representing a number of shares Relevant PSUs will vest as provided in Section 2 of the CompanyRelevant PSU Terms (subject to all of the terms and conditions thereof, including without limitation the Committee’s common stock equal to a Black Scholes value for the option of $925,000, discretion in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(mSection 2(b)(iii) of the Code relating to Relevant PSU Terms), as though the “performance-based” compensation Final Effective Date had not occurred before the Maturity Date (if any) and shall be subject to terms of as defined in the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”Relevant PSU Terms). The foregoing nonqualified stock option grant shall vest and become exercisableFor the avoidance of doubt, as applicablethe PSUs granted to Executive on January 19, in equal annual installments over 2017, will continue to be governed by the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Planexisting award terms. (d) For calendar years during 2.5.4. Aside from the Employment Period following the 2008 calendar yearmodifications expressly authorized by this Section 2.5, the Executive shall Relevant Grants will continue be eligible to receive equity awards as governed by the existing award terms, all of which remain in full force and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generallyeffect. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (aA) Contemporaneously with the Executive’s Start Date, PubCo shall grant to the Executive was granted 31,250 restricted two nonqualified options to purchase an aggregate of 1,283,361 shares of PubCo common stock units (each, a “RSUsStock Option”), which . Each Stock Option shall cover an equal number of RSUs represented 6,250 RSUs for shares of PubCo common stock, and the period October 4, 2006 through December 31, 2006 first Stock Option shall be granted on the Effective Date (the “Initial Option”) and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs second Stock Option shall vest in three equal annual installments commencing be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of grant; provided that ten years from the performance objective established by the Committee in accordance with Exhibit B hereof is satisfiedgrant date. The RSUs In addition, PubCo shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided grant to the Executive and a restricted stock unit award covering 194,844 shares of PubCo common stock (the Company“RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s 1994 Stock Option and Long-Term Incentive common stock issuable under the Plan, as amended and restatedsubject to the Executive’s continued employment through the grant date. (bB) Contemporaneously with Subject to the Executive’s Start Datecontinued service with the Company through the applicable vesting date, the Executive was granted a nonqualified stock option to purchase a number of shares each of the Company’s common stock equal to a Black Scholes value for Initial Option and the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 RSU Award shall vest and $925,000 for the 2007 calendar year. The foregoing option shall (as applicable) become exercisable in three equal annual installments commencing (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date of grant only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be subject in all respects forfeited and canceled without consideration therefor). (C) Subject to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment continued service with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008through the applicable vesting date, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant Anniversary Option shall vest and become exercisable, as applicable, in equal annual installments over exercisable (x) with respect to 25% of the three-year period commencing underlying shares on the first anniversary of the date grant date, and (y) as to the remaining 75% of grant the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be subject governed in all respects to by the terms of and conditions of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) Plan and the 2007 Equity Compensation Planapplicable Award Agreement. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (a) Contemporaneously with On the Executive’s Start Effective Date, you will be awarded the Executive was granted 31,250 restricted two stock units options described below, each to purchase up to one million shares of Company common stock each (“RSUs”i.e., a total of two million shares), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall options will be exercisable at a price per share equal to the closing price of the Company’s common stock on the grant date, as reported on the Nasdaq Global Market, and the options will be granted outside of the Company’s stockholder-approved equity compensation plans as an “inducement award,” but will be subject to the terms and conditions of the Company’s 2004 Equity Incentive Plan as if granted thereunder. (i) The first option (the “First Option”) will vest in three equal annual installments commencing with respect to one-quarter of the underlying shares on the first anniversary of the grant date and then with respect to the remaining shares monthly thereafter over the next three years so that it is fully vested on the fourth anniversary of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfiedgrant date. The RSUs shall be subject First Option will vest immediately if, following a Change of Control (defined below), you are removed as either the Chairman or Chief Executive Officer and such removal is other than for Cause (defined below). (ii) The second option (the “Second Option”) will vest only in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and event that the Company’s 1994 Stock Option and Longaverage closing price of its common stock over a 90-Term Incentive Planday period, as amended reported on the Nasdaq Global Market, is equal to or greater than $4.50 per share (the “Stock Target”). Once the Stock Target has been satisfied, the Second Option will vest immediately with respect to 500,000 shares and restatedwill then vest with respect to the remaining shares monthly thereafter over the next 12 months, provided that you continue to provide service to the Company during that time. If the Stock Target is not achieved by the fourth anniversary of the grant date, then the Second Option will be forfeited in its entirety. The Second Option will vest immediately if, following a Change of Control (defined below), you are removed as either the Chairman or Chief Executive Officer and such removal is other than for Cause (defined below). (biii) Contemporaneously with the Executive’s Start Date, the Executive was granted Both options will have a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the threeseven-year period commencing on term and will be treated as non-qualified under the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation PlanInternal Revenue Code. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (ai) Contemporaneously with During the Executive’s Start DateTerm, the Executive was granted 31,250 restricted stock units shall be eligible to receive an annual equity compensation award (each such award, an “RSUsAnnual Equity Award”), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs Each Annual Equity Award shall be subject in all respects to the terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Shake Shack Inc. 2015 Incentive Award Plan, as amended and restatedas it may be further amended, or its successor plan (the “Incentive Award Plan”) and shall be set forth in one or more written award agreements between the Company and Executive. Executive agrees and acknowledges that the future grant of equity awards, if any, and the terms and conditions of such equity awards, shall be subject to the sole discretion of the Board (or the Compensation Committee). (bii) Contemporaneously Notwithstanding anything in Section 3(c)(i) to the contrary, with respect to Fiscal Year 2024, on the Executive’s Start Effective Date, the Executive was shall be granted a nonqualified an Annual Equity Award comprised of restricted stock option to purchase a units for such number of shares of the Company’s Class A common stock equal to a Black Scholes as may be determined based on an aggregate grant date fair value for of Two Million United States Dollars ($2,000,000.00), as calculated using the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing thirty (30)-day trailing average closing stock price (as determined based on the first anniversary Effective Date) of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Class A common stock (the “2024 Restricted Stock Option and Long-Term Incentive Plan, as amended and restatedUnit Award”). In the event of a Change in Control at a time when the Provided that Executive is remains employed by the Company (including all Subsidiaries)through the applicable vesting dates, and except as otherwise provided for in this Agreement, the Option 2024 Restricted Stock Unit Award shall become fully vested vest in four equal installments, beginning on the first (1st) anniversary of the award date and exercisable and shall remain exercisable until 5:00 pmcontinuing on each of the following three (3)-year anniversaries of the award date. (iii) Notwithstanding anything in Section 3(c)(i) to the contrary, Eastern timewith respect to Fiscal Year 2024, on the fifth anniversary of the Start Effective Date, without regard Executive shall be granted an Annual Equity Award comprised of performance stock units payable in restricted stock units representing the right to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of receive shares of the Company’s Class A common stock equal to as may be determined based on an aggregate grant date fair value of Three Million United States Dollars ($925,000 and 3,000,000.00), as calculated using the thirty (30)-day trailing average closing stock price (as determined based on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares Effective Date) of the Company’s Class A common stock equal to a Black Scholes value (the “2024 Performance Stock Unit Award”). Provided the performance criteria have been met and Executive remains employed by the Company through the vesting date, and except as otherwise provided for in this Agreement, the 2024 Performance Stock Unit Award shall vest in full on the fourth (4th) anniversary of the award date. The performance criteria for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives 2024 Performance Stock Unit Award have been established by the Compensation Committee and in accordance with will be communicated to Executive no later than the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation PlanEffective Date. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (a) Contemporaneously with On the Executive’s Start Effective Date, the Executive was will be granted 31,250 restricted stock units an option (the “Option”) to purchase 3,500,000 shares of the Company’s Common Stock, par value $1.00 per share (“RSUsCompany Stock”), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three Option shall: (i) be a nonqualified stock option; (ii) have an exercise price equal annual installments commencing to the closing price of the Company Stock as reported on the first anniversary of New York Stock Exchange (“NYSE “) on the date of grant; provided that (iii) have a term of ten (10) years following the performance objective established by date of grant; (iv) vest and become exercisable as to one-fourth of the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall shares of the Company Stock subject to the option on each of the first four (4) anniversaries from the date of grant; (v) be subject to the acceleration exercise and termination provisions set forth in all respects Section 3.3(c) and Article 5 hereof; and (vi) otherwise be evidenced by and subject to the terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option stock option and Long-Term Incentive Plan, as amended and restatedequity plans. (b) Contemporaneously with At the Executive’s Start Datefirst regular meeting of the Compensation Committee of the Board of Directors following the Effective Date and subject to the approval of the Compensation Committee, the Executive was granted a nonqualified stock option to purchase a number of shares of will be recommended for participation in the Company’s common stock equal to Executive Equity Plan (the “EEP”). On a Black Scholes value for going forward basis, the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal award will be based upon Executive’s annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company Base Salary and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock closing price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according For the current fiscal year (FY 2009) only, Executive’s participation in the EEP will be on a prorated basis. (c) Upon the occurrence of a Change in Control of the Company and prior to performance objectives established by the Committee and in accordance termination of Executive’s employment with the requirements of section 162(mCompany, the Options awarded pursuant to subsection (a) of the Code relating above and any stock options awarded pursuant to the “performance-based” compensation EEP in subsection (if anyb) and above then held by Executive shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall immediately vest and become exercisable, as applicable, exercisable in equal annual installments over full. For purposes of this Agreement “Change in Control” shall have the three-year period commencing on meaning set forth in the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plan. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.attached Appendix A.

Equity Awards. (a) Contemporaneously with In consideration of the Executive’s Start Executive entering into this Agreement and as an inducement to join the Company, on the Effective Date, the Company will grant to the Executive was granted 31,250 an award of restricted stock units pursuant to the Regal Beloit Corporation 2018 Equity Incentive Plan (the “RSUs2018 Incentive Plan”) with an aggregate grant date fair value of approximately $1,750,000 (the “Initial RSU Award”), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs Initial RSU Award shall vest in three equal annual installments commencing one-third on the first anniversary each of the date first, second and third anniversaries of grant; the Effective Date provided that the performance objective established Executive remains continuously employed by the Committee Company through such date (except as provided in accordance with Exhibit B hereof is satisfiedSection 4). The RSUs All other terms and conditions of the Initial RSU Award shall be subject in all respects governed by the terms and conditions of the 2018 Incentive Plan and an applicable award agreement that conforms to the applicable terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restatedthis Agreement. (b) Contemporaneously During the Employment Term, the Executive also shall be eligible to receive an annual grant of equity awards under the Company’s equity plan in effect at such time, subject to the approval by the Compensation Committee. For each fiscal year starting with the 2019 fiscal year, the Executive’s Start Dateannual grant of equity awards will have a grant date fair value of at least $3,250,000, and will not be pro-rated for the Executive was granted a nonqualified stock option to purchase a number of shares 2019 fiscal year. Except as noted below, each such grant will consist of the Companyfollowing award types: 34% of the grant will be in the form of stock appreciation rights that vest, contingent on the Executive’s common continuous service, 40% on the second anniversary of the Effective Date and 20% on each of the third, fourth and fifth anniversaries of the Effective Date; 33% of the grant will be in the form of restricted stock equal units that vest, contingent on the Executive’s continuous service, on the third anniversary of the Effective Date; and 33% of the grant will be in the form of performance share units that are earned based upon the achievement of the return on invested capital and total shareholder return performance goals set forth in the award agreement over the three year performance period from January 1, 2019 to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year2021. The foregoing option performance share units shall become exercisable in three equal annual installments commencing on the first anniversary be paid out between 50% and 200% of the date of target grant for performance at or above the 25th and shall 75th percentiles, respectively (and determined by linear interpolation for performance between the 25th and 75th percentiles). The 2019 grant will be subject in all respects made pursuant to the terms of the Stock Option Agreement by and between the Company 2018 Incentive Plan and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Planapplicable award agreements, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to all terms and conditions contained therein. The 2019 grant will also be made on, or as soon as practicable after, the Effective Date. Notwithstanding the foregoing, the Compensation Committee of the agreement pursuant Board reserves the right to which it is granted (which shall reflect amend the provisions hereof) amount, weighting and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plan. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive performance metrics for equity awards as and when equity made after 2019, including the right to grant other types of awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generallynot described above. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. On the third (a3rd) Contemporaneously Business Day (defined below) following the Company’s filing with the Executive’s Start DateSecurities and Exchange Commission of restated financial results for its 2010 and 2011 fiscal years (this third Business Day, the Executive was granted 31,250 restricted stock units (“RSUsGrant Date”), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted will grant you a nonqualified stock option to purchase (the “Option”) and a restricted stock award (the “Restricted Stock Award”). The Restricted Stock Award will be for a number of shares with an aggregate value equal to $1,500,000 divided by the closing price of the Company’s common stock on the Nasdaq Global Select Market on the Grant Date. The Option shall be granted at an exercise price equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares closing price of the Company’s common stock equal to $925,000 on the Nasdaq Global Select Market on the Grant Date and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing will be for a number of shares with an aggregate value of $1,500,000 divided by the fair value of the Company’s stock options (using the methodology assumptions of ASC 718) and utilizing the closing price of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock Nasdaq Global Select Market on the date of grantGrant Date. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the A “performance-basedBusiness Day” compensation (if any) and shall be subject to terms any day in which purchases and sales of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (common stock may be consummated on the “2007 Equity Compensation Plan”)Nasdaq Global Select Market. Both the Option and the Restricted Stock Award will vest over four years. The foregoing nonqualified stock option grant Option shall vest and become exercisable, as applicable, in equal annual installments over to 25% of shares subject to the three-year period commencing award on the first anniversary of your Employment Date (the date “First Anniversary Date”), and the remainder will vest ratably quarterly over the three years following the First Anniversary Date, except as set forth in Section 9. The Restricted Stock Award will vest in four equal annual installments on each anniversary of the vesting commencement date, except as set forth in Section 9. Vesting of both the Option and the Restricted Stock Award is subject to your continued service on each such vesting date, as specified in the Company’s 2005 Equity Incentive Plan (the “Plan”), the Stock Option Agreement, and the Restricted Stock Agreement governing your Option and Restricted Stock Award, respectively. The Compensation Committee may, in its sole discretion, provide you with additional long-term incentive awards based on annual competitive market review, compensation objectives and performance, with such terms as may be determined by the Compensation Committee. Notwithstanding the foregoing, at the regularly scheduled grant and cycle in the Fall of 2012, the Company shall be subject grant you a long-term incentive award equal to an aggregate $2,000,000 (the “2012 LTI Limit”), comprised of cash, restricted stock, options, or other types of equity awards, or any combination of the foregoing, in all respects to the form determined by the Compensation Committee, in its sole discretion (the “2012 LTI Award”). The vesting terms of the agreement pursuant 2012 LTI Award shall be no less favorable to which it is granted (which agreement you than the vesting terms of long-term incentive grants made to other executive officers in the Fall of 2012. The value of any equity-based awards under the 2012 LTI Award shall reflect be determined in accordance with ASC 718 and generally accepted accounting principles, as applicable. Except as set forth herein, the provisions hereof) Option and the 2007 Equity Compensation Plan. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive Restricted Stock Award shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on have the same bases general terms and conditions as awards granted the most recent long-term incentive grants to senior other executive officers generallyand the 2012 LTI Award shall have the same general terms and conditions as contemporaneous long-term incentive grants to other executive officers, except as otherwise provided in Section 9. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (a) Contemporaneously with The parties agree that, in exchange for acceptance of the Executive’s Start offer of employment and the execution of this Agreement, after the Effective Date, the Chief Executive was Officer will recommend to the Committee an equity grant, to be granted 31,250 as soon as practicable following your Effective Date in accordance with TriNet’s standard grant procedures, with a grant date value of seven hundred fifty thousand dollars ($750,000) (the “RSU Award”) comprised of time-vested restricted stock units to be settled in shares of TriNet common stock (“RSUs”), which number and an additional equity grant with a grant date value of RSUs represented 6,250 RSUs for seven hundred fifty thousand dollars ($750,000) (the period October 4“PSU Award”), 2006 through December 31to be granted at the same time as other executives’ annual stock awards in early 2023, 2006 and 25,000 RSUs for comprised of performance-vested restricted stock units to be settled in shares of TriNet common stock (“PSUs”) (together, the 2007 calendar year“Awards”). The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs Awards shall be subject in all respects made pursuant to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the CompanyTriNet’s 1994 Stock Option and Long-Term 2019 Equity Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) Plan and shall be subject to the terms and conditions set forth in the TriNet forms of grant notice and award agreement. Approval of the agreement pursuant to which it recommendation of each Equity Award is granted (which shall reflect in the provisions hereof) sole and unreviewable discretion of the Company’s 2007 Omnibus Committee or its subcommittee, the Equity Compensation Plan (the “2007 Equity Compensation Plan”)Award Committee. The foregoing nonqualified stock option number of RSUs and PSUs actually awarded under the Awards shall be determined based on the closing market price on the grant shall vest and become exercisabledate of the award, as applicabledefined under the Committee’s standard award resolution language, following approval by the Committee. The RSUs under the RSU Award shall, if and when granted by the Committee or Equity Award Committee, be subject to a four-year vesting schedule, one-sixteenth of the total shares vesting on the 15th day of the second month of each calendar quarter after the grant date (rounded down to the nearest whole share, except for the last vesting installment which will be rounded up or down, as necessary, to account for any prior fractional shares), in equal annual installments over the threeeach case provided that you are an Employee, Non-year period commencing on the first anniversary Employee Director or Consultant (each as defined in TriNet’s 2019 Equity Incentive Plan) of the date of grant Company or TriNet on such vesting date. The PSUs under the PSU Award, if and shall be subject in all respects to terms of when granted by the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Committee or Equity Compensation Plan. (d) For calendar years during the Employment Period following the 2008 calendar yearAward Committee, the Executive shall be eligible for vesting contingent upon the attainment of performance and service conditions described in the PSU Award during the “Performance Period.” To the extent the PSU Award is earned and becomes eligible for vesting, it will be subject to receive a two-year vesting schedule. Fifty percent of the PSU Award eligible for vesting shall vest on the December 31 following the end of the applicable Performance Period and the remaining 50% shall vest on the second December 31 following the end of the applicable Performance Period provided that you are an Employee, Non-Employee Director or Consultant (each as defined in TriNet’s 2019 Equity Incentive Plan) of the Company or TriNet on such vesting date. You will be considered for annual or periodic “refresh” equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on commencing in 2024 at the same bases time as awards granted to senior officers generally. (e) All equity awards granted the other Company executives, which will be subject to the Executive shall be subject terms and conditions of the TriNet equity incentive plan and the grant agreements. Approval of the recommendation of any equity award is in all respects to the Company’s Net Share Retention Programsole and unreviewable discretion of the Committee or the Equity Award Committee.

Equity Awards. (a) Contemporaneously Subject to and in accordance with the ExecutiveCompany’s Start Date2016 Stock Incentive Plan (the “2016 Plan”) or any similar plan as the Company may adopt from time to time, the Company may grant to Executive was granted 31,250 long term incentives from time to time in the form of restricted cash settled payments or restricted equity subject to certain vesting requirements pursuant to its long term incentive program. Unless otherwise provided in the award agreement governing the award of such stock units (“RSUs”)options, which number the exercise price of RSUs represented 6,250 RSUs for any stock options so awarded will be equal to the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing closing price on the first anniversary of the date of grant; provided that , and such options will include a cashless exercise option and a term of no less than five years from the performance objective established by date of grant. Notwithstanding any provision of this Agreement to the Committee contrary, and in accordance particular subsection 3c hereof, in connection with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms the hiring of the Restricted Share Agreement by and between Executive, the Company and shall award the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option options to purchase a number of one million two hundred thousand (1,200,000) shares of the Company’s common stock equal to (the “Initial Stock Option Award”). The terms of the Initial Stock Option Award shall be memorialized in a Black Scholes value for stock option award agreement, the option form of $1,156,000which shall be determined by the Company in its sole discretion, which represented shall include the following terms. (i) The exercise price of the Initial Stock Option Award shall be the greater of: (x) $231,000 for 0.30 per share; or (y) the period October 4, 2006 through December 31, 2006 and $925,000 for 20 day moving average price per share of the 2007 calendar year. Company’s common stock. (ii) The foregoing option Initial Stock Option Award shall become exercisable in three equal annual installments commencing vest according to the following vesting schedule: (x) 400,000 stock options shall vest on the first anniversary of the date of grant this Agreement; (y) 400,000 stock options shall vest on the one year anniversary of this Agreement; and (z) 400,000 stock options shall vest on the two year anniversary of this Agreement. All vestings of the Initial Stock Option Award shall be subject contingent upon Executive’s continued employment with the Company. (iii) If Executive’s employment is terminated by the Company or Executive resigns due to an Effective Termination Without Cause (in either case, within twelve (12) months following a Change of Control Event) all respects unvested stock options awarded pursuant to the terms of the Initial Stock Option Agreement Award shall vest immediately vest and be exercisable for the longer of three months following the date of such termination of employment or (if longer) the period set forth for the exercise of any such options held by and between any employee in the Company and agreement accomplishing the Executive dated as Change of the Start Date and in substantially the form provided Control Event where such employee does not continue to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restatedbe employed following such Change of Control Event. In the event of a Change in Control at a time when any conflict between the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the Initial Stock Option Award outlined in subsection 3c above, and those contained in any award agreement pursuant to which it is granted (which shall reflect memorializing the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plan. (d) For calendar years during the Employment Period following the 2008 calendar yearInitial Stock Option Award, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generallyaward agreement shall control. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (ai) Contemporaneously with On the first trading day following the Company’s February 2022 earnings release, the Company shall grant to the Executive, under the Company’s Start Date, 2020 Omnibus Incentive Plan (the Executive was granted 31,250 restricted stock units (“RSUsOmnibus Plan”), which a number of RSUs represented 6,250 RSUs for Options (as defined in the period October 4Omnibus Plan) having a Black-Scholes value equal to $3 million (the “Initial Options”). By value, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary one-third (1/3rd) of the date Initial Options will have an Exercise Price (as defined in the Omnibus Plan) equal to $7.50, one-third (1/3rd) of grantthe Initial Options will have an Exercise Price equal to $10.00 and the remaining one-third (1/3rd) of the Initial Options will have an Exercise Price equal to $12.50; provided that the performance objective established by Exercise Price shall not be less than the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price Fair Market Value of a share of Company common stock Common Stock (each as defined in the Omnibus Plan) on the date of grant. The foregoing RSU grant Initial Options shall vest according to performance objectives established by over the Committee and four-year period from the Effective Date, in accordance with the requirements of section 162(m) of the Code relating substantially equal annual installments, subject to the “performance-based” compensation (if any) Executive’s continued employment hereunder, and shall otherwise be subject to the terms and conditions of the agreement pursuant Omnibus Plan and a form of Award Agreement (as defined under the Omnibus Plan) reflecting the terms set forth herein and otherwise consistent with the form filed as Exhibit 10.15 to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 2020 10-K. (ii) Commencing in the first quarter of 2022, and for each year during the Term thereafter, the Executive shall receive an annual equity grant under the Omnibus Equity Compensation Plan (or successor plan) having a grant date value of not less than $6 million (the “2007 Equity Compensation PlanAnnual Grant”). The foregoing nonqualified Annual Grant shall be in the same form (which may include performance stock option grant shall vest units), be in the same proportion of award type (if multiple award types are grants), and become exercisablehave the same vesting conditions as applicable to other similarly situated executive officers receiving grants at the same time, as applicabledetermined by the Compensation Committee. In the event of a Qualifying Retirement, in equal annual installments over any portion of the three-year period commencing then outstanding Annual Grants that would have vested on or prior to the first anniversary of the date Date of grant and Termination, but for such Qualifying Retirement, shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Planimmediately vest upon such Qualifying Retirement. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (ai) Contemporaneously with Following the Executive’s Start Dateapproval by the Board, Executive will be granted an option (the Executive was granted 31,250 restricted “Employment Option”) to purchase Three Hundred Thousand (300,000) shares of common stock units of the Company, par value $0.001 per share (the “RSUsOption Shares”), which number of RSUs represented 6,250 RSUs for pursuant to the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for Company’s 2009 Equity Incentive Plan (the 2007 calendar year“Plan”). The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs Such grant shall be subject in all respects evidenced by an option agreement (the “Option Agreement”) to terms of the Restricted Share Agreement be entered into by and between the Company and the Executive dated Executive. In the event of a conflict between this Agreement and the Option Agreement, the terms of the Option Agreement shall control. The exercise price per share of the Employment Option will be equal to the fair market value per share of the Company’s common stock as of the Start Date and in substantially date that the form provided Employment Option is granted. The Employment Option shall have a 10 year term and, subject to the Executive provisions of Section 9 below, shall vest and become exercisable as follows: A. On the Company’s 1994 Stock first anniversary of the Start Date, 75,000 Option Shares shall vest and Long-Term Incentive Planbecome exercisable; and B. Thereafter, as amended 6,250 Option Shares shall vest and restatedbecome exercisable in 36 substantially equal monthly installments on the last business day of each calendar month. (bii) Contemporaneously Executive shall also be granted an additional option (the “Performance Option” and collectively with the Executive’s Start DateEmployment Option, the Executive was granted a nonqualified stock option “Options”) to purchase a number of 50,000 shares of the Company’s common stock equal pursuant to a Black Scholes value for the option of $1,156,000Plan, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects evidenced by a separate option agreement to the terms of the Stock Option Agreement be entered into by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restatedExecutive. In the event of a Change in Control at a time when conflict between this Agreement and the Executive is employed by the Company (including all Subsidiaries)Option Agreement, the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary terms of the Start Date, without regard Option Agreement shall control. The exercise price per share of the Employment Option will be equal to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares fair market value per share of the Company’s common stock equal as of the date that the Employment Option is granted. The Employment Option shall have a 10 year term and, subject to $925,000 the provisions of Section 9 below, and on January 2, 2008, shall vest and become exercisable upon the Executive was granted an additional nonqualified stock option grant representing a number dosing of shares the first patient in the first company sponsored multi-center Phase 2 clinical trial of the Company’s common stock equal CD-19 CAR product. (iii) The Options may be exercised by Executive prior to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share becoming vested; provided that any shares of Company common stock on acquired upon exercise of the Option prior to becoming vested shall be subject to a right of repurchase upon Executive’s termination of employment in favor of the Company at the lesser of (A) the fair market value of such shares as of the date of grant. The foregoing RSU grant repurchase or (B) the Option per share exercise price, as applicable, which right of repurchase shall vest according to performance objectives established by the Committee and lapse in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation PlanOption vesting schedules set forth herein. (div) For calendar years during The vesting of the Employment Period following Option is subject to Executive’s being employed by the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined Company on the same bases as awards granted to senior officers generallyrespective vesting dates. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (a) Contemporaneously with the Executive’s Start Date, The Parent shall grant to the Executive was granted 31,250 restricted stock units incentive equity awards as herein defined and for subsequent calendar years as may be determined and adjusted from time to time, (the “RSUsLong Term Incentive Equity Awards”), which number with grant date fair value equal to 120% of RSUs represented 6,250 RSUs Base Salary for calendar year 2022, in each case, in the period October 4, 2006 through December 31, 2006 same form and 25,000 RSUs for subject to the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary same vesting terms and conditions as incentive equity awards granted to similarly situated senior executives of the date of grant; provided that Parent. As a reference, for calendar year 2021, the performance objective established by the Committee in accordance Long Term Incentive Equity Awards were allocated as: 30% Stock Options with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the a 3-year pro rata vesting, 30% Restricted Share Agreement by Units with 3-year cliff vesting and between the Company 40% Performance Units with a 3-year performance vesting measured against Total Shareholder Return. Equity awards shall commence and the Executive dated as of the Start Date and be granted annually starting in substantially the form provided 2022, according to the Executive and the Company’s 1994 Stock Option and Long-Long Term Incentive (“LTI”) Plan, as amended and restated. (b) Contemporaneously with In addition, in consideration of the Executive’s Start Executive joining the Company, the Parent shall issue, on or as soon as practicable after the Hire Date, the Executive was granted a nonqualified stock option to purchase one-time special off cycle Long Term Incentive Equity Award with a number of shares of the Company’s common stock equal to a Black Scholes value for the option target amount of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan300,000, as amended and restated. In the event of a Change in Control Restricted Share Units which shall vest ratably at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control1/3 per year each year. (c) On March 24, 2008, After 5 years of employment the Executive was granted RSUs representing a number of shares Long Term Incentive Equity Awards will be treated under the retirement eligible provisions of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation LTI Plan. (d) For calendar years during The terms and conditions of the Employment Period following Long Term Incentive Equity Awards will be set forth in award agreements provided by the 2008 calendar yearParent, the Executive shall electronically or otherwise and will be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted provided to the Executive shall as soon as practicable after the grant dates and which the Executive will be subject required to sign or accept in all respects to accordance with the CompanyParent’s Net Share Retention Program.acceptance procedures. ​

Equity Awards. (ai) Contemporaneously with Subject to the Executive’s Start Date, the Executive was granted 31,250 restricted stock units (“RSUs”), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary approval of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall Board or its designee, Executive will be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock an option to purchase a number of 328,000 shares of the Company’s common stock equal to (with the exercise price based on the price of a Black Scholes value for share of the option Company’s common stock on the date of $1,156,000, which represented $231,000 for grant) (the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year“New Hire Option”). The foregoing New Hire Option will be granted pursuant to the Company’s 2021 Incentive Award Plan (the “Plan”) and will be subject to the terms and conditions of the Plan and the stock option shall become exercisable in three equal annual installments commencing agreement issued by the Company evidencing the New Hire Option. Subject to Executive’s continued employment or service with the Company on each vesting date, the first New Hire Option will vest twenty-five percent (25%) upon the one-year anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Effective Date and in substantially then ratably over the form provided to the Executive and the Company’s 1994 Stock Option and Longthirty-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company six (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control36) months thereafter. (cii) On March 24Subject to the approval of the Board or its designee, 2008, the Executive was will be granted RSUs representing a number of an option to purchase 32,800 shares of the Company’s common stock equal to $925,000 and on January 2, 2008, (with the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case exercise price based on the current stock price of a share of Company the Company’s common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation PlanSign-On Option”). The foregoing nonqualified Sign-On Option will be granted pursuant to the Plan and will be subject to the terms and conditions of the Plan and the stock option grant shall agreement issued by the Company evidencing the Sign-On Option. Subject to Executive’s continued employment or service with the Company on each vesting date, the Sign-On Option will vest and become exercisable, as applicable, in equal annual installments over twenty-five percent (25%) upon the threeone-year period commencing on the first anniversary of the date of grant Effective Date and then ratably over the thirty-six (36) months thereafter; provided, however, that in no event shall the Sign-On Option vest (or be subject in all respects eligible to terms vest) unless (A) Executive shall have prepared a 3-5 year financial plan for the Company that is acceptable to the Board or the Audit Committee of the agreement pursuant Board on or prior to which it is granted June 30, 2023, and (which agreement B) the Company shall reflect have complied with its reporting obligations under the provisions hereofExchange Act (as defined below) and during the 2007 Equity Compensation Plantwelve (12) months following the Effective Date. (diii) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive additional grants of equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Programsole discretion.

Equity Awards. (a1) Contemporaneously with the Executive’s Start DateAs additional consideration for your services as Interim Chief Executive Officer, on December 18, 2006, the Executive was Company granted 31,250 restricted stock units (“RSUs”), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock an option to purchase a number of 250,000 shares of the Company’s common stock equal to a Black Scholes value for (the option “Initial Option”) at an exercise price of $1,156,000, which represented $231,000 for 6.17 per share pursuant to the period October 4, Company’s 2006 through December 31, 2006 and $925,000 for Incentive Award Plan (the 2007 calendar year“Plan”). The foregoing option Initial Option is intended to be an “incentive stock option” (an “ISO”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to the maximum extent permitted by law. The Initial Option vests over four years in equal monthly installments, measured from December 1, 2006, subject to your continued service to the Company, including as a member of the Board, on each vesting date; provided, however, that the Initial Option shall automatically vest and become exercisable with respect to 50,000 shares upon the Effective Date, and, provided further, that the Initial Option automatically vests and becomes immediately exercisable with respect to an aggregate of up to 100,000 shares subject to the Initial Option as follows in three equal annual installments commencing on the first anniversary event that any of the date following occur during the term of grant and shall be this Agreement: (i) with respect to 50,000 shares subject in all respects to the terms Initial Option upon the execution of a major collaboration agreement as determined by the Stock Option Agreement by and between Board in its discretion (which vesting event the Company and the Executive dated September 19, 2007 acknowledges has occurred as of the Start Date Effective Date) and in substantially the form provided (ii) with respect to an additional 50,000 shares subject to the Executive Initial Option upon achievement of target enrollment of the ASCENT-2 Study trial and expansion of the Company’s 1994 Stock Option clinical development programs for Ascentar and Long-Term Incentive Plan, as amended and restated. AQ4N. In the event that immediately prior to the occurrence of a Change an event described in Control at a time when the Executive immediately preceding sentence the Initial Option is employed by unvested with respect to less than 50,000 shares, it shall become fully vested in connection with such event. Upon the Company (including all Subsidiaries)termination of your services under this Agreement, the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pmcease to be subject to the foregoing accelerated vesting provisions (but as described above, Eastern time, on the fifth anniversary will continue to vest if you continue your service as a member of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in ControlBoard). (c2) On March 24As additional consideration for your services as Interim Chief Executive Officer, 2008on May 9, 2007, the Executive was Company granted RSUs representing a number of you restricted stock units with respect to 30,000 shares of the Company’s common stock (the “Initial RSU Grant”) pursuant to the terms of the Plan. The Initial RSU Grant vests in three equal annual installments measured from May 9, 2007 based upon your continued service to $925,000 and on January 2the Company, 2008including as a member of the Board, through each vesting date. (3) As additional consideration for your services as Chief Executive Officer, the Executive was granted Company shall grant you pursuant to the Plan, subject to approval of the Compensation Committee of the Board, stock options to purchase an additional nonqualified stock option grant representing a number of 531,250 shares of the Company’s common stock (the “Second Option”). The Second Option shall be an ISO to the maximum extent permitted by law and shall vest and become exercisable over four years in equal, monthly installments, measured from the Effective Date, subject to your continued service to the Company on each of the vesting dates, including your service as a member of the Board. The Second Option shall be subject to the terms and conditions set forth in the Plan and the agreement to be entered into evidencing the Second Option. The Second Option shall have a per share exercise price equal to a Black Scholes the fair market value for the option of $925,000, in each case based on the current stock price of a share of Company the Company’s common stock (as determined in accordance with the terms of the Plan) on the date of grant. (4) As additional consideration for your services as Chief Executive Officer, the Company shall grant you pursuant to the Plan, subject to approval of the Compensation Committee of the Board, restricted stock units with respect to an additional 100,000 shares of the Company’s common stock (the “Second RSU Grant”). The foregoing Second RSU grant Grant shall vest according in three equal annual installments, measured from the [Effective Date], subject to performance objectives established by your continued service to the Committee and in accordance with the requirements of section 162(m) Company on each of the Code relating to vesting dates, including your service as a member of the “performance-based” compensation (if any) and Board. The Second RSU Grant shall be subject to the terms of and conditions set forth in the Plan and the agreement pursuant to which it is granted (which shall reflect be entered into evidencing the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation PlanSecond RSU Grant. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (ai) Contemporaneously with Promptly after the Executive’s Start Date, Syniverse shall grant Executive an option (the “Option”) to purchase 360,000 shares of common stock of Syniverse, par value $0.01 (“Common Stock”), under the 2011 Equity Plan of Syniverse Corporation, as it may be amended from time to time (the “2011 Equity Plan”), and an award agreement thereunder. Subject to Executive’s continued employment through the applicable vesting date, the Option shall vest ratably over a 4 year period, with twenty five percent (25%) of the Option vesting on each anniversary date of the grant date. The exercise price per share subject to the Option shall equal the fair market value of a share of Common Stock on the date of grant. (ii) Promptly after the Start Date, Syniverse shall grant Executive was granted 31,250 90,000 restricted stock units (the “RSUs”) under the 2011 Equity Plan and an award agreement thereunder. Subject to Executive’s continued employment through the applicable vesting date, a percentage of the RSUs shall vest on the dates set forth below and shall thereupon be settled in shares of common stock of Syniverse, par value $0.01 (“Common Stock”), which number in accordance with the applicable award agreement: 1st Anniversary of RSUs represented 6,250 RSUs Grant Date 40% 2nd Anniversary of Grant Date 35% 3rd Anniversary of Grant Date 25% (iii) Notwithstanding anything to the contrary in this Agreement or any award agreement with respect to the Option or the RSUs, subject to Executive’s continued employment for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing beginning on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and ending on the date of the consummation of a Change in substantially Control, any equity awards (including, without limitation, the form provided RSUs and the Option) granted to Executive under the 2011 Equity Plan (or any successor thereto) that have not otherwise vested prior to such Change in Control shall become vested immediately prior to such Change in Control (and subject to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restatedconsummation of such Change in Control). (biv) Contemporaneously with Executive may, upon written notice to Syniverse within thirty (30) days of the Executive’s Start Date, the Executive was granted a nonqualified stock option elect to purchase a number of up to 50,000 shares of Common Stock from Syniverse at the Company’s common stock equal to a Black Scholes fair market value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing such shares on the first anniversary of the date of grant purchase. Such purchase shall be consummated within thirty (30) days following the Start Date and the purchased shares shall be subject in all respects to the terms of the Stock Option Agreement by 2011 Equity Plan and between the Company a stock purchase agreement thereunder and the Executive Management Stockholders Agreement of Syniverse Corporation, dated as of the Start Date April 6, 2011, by and in substantially the form provided to the Executive among Syniverse, certain Investors, and the Company’s 1994 Stock Option and Long-Term Incentive Plancertain individual stockholders who are party thereto, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Controlamended. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plan. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (a) Contemporaneously with The Executive shall be eligible to participate in the Company’s equity compensation program. Subject to Board approval, which shall occur as soon as reasonably practicable following the Executive’s Start Datefirst day of employment with the Company, and subject to compliance with applicable French law, the Executive was will initially be granted 31,250 restricted stock units an option to purchase up to 350,000 ordinary shares of the Company as traded on the French Bourse for an exercise price equal to the fair market value determined of such shares on the date of grant (the date such options are granted the “RSUsGrant Date”), which number determined by taking a weighted average of RSUs represented 6,250 RSUs the quoted closing selling price for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for twenty (20) trading days immediately preceding the 2007 calendar yearGrant Date. The foregoing RSUs options will begin vesting based on the date the Executive commences employment with the Company (the “Vesting Start Date”) and will vest over four (4) years with 25% of the shares subject to the option vesting on the one year anniversary of the Vesting Start Date and the remaining 75% of the shares subject to the option shall vest in three six substantially equal bi-annual installments commencing on following the first anniversary of the Grant Date vesting in equal half-year installments over the following thirty-six (36) months, subject to the Executive’s continued employment with the Company through the applicable vesting dates. Additionally, Executive shall only be eligible to exercise the vested options granted pursuant to this Section 6 if (a) the Executive remains employed with the Company through the exercise date (subject to exceptions for Executive’s death or Disability under French law; and further subject to the provisions of grant; provided that the performance objective established by DBV Technologies S.A. Nonqualified Stock Option Grant Notice (2018 Options) (the Committee in accordance with Exhibit B hereof is satisfied“Option Agreement’)) and (b) the Company has obtained the marketing approval from the U.S. Food and Drug Administration of Viaskin Peanut prior to the exercise date. The RSUs shall option award described above will be subject in all respects to terms of the Restricted Share Agreement governed by and between the Company and the Executive dated as of the Start Date and in substantially the form provided subject to the terms and conditions of any associated stock option agreement required to be entered into by Executive and the Company’s 1994 Stock Option and Long. The Company shall use commercially reasonable efforts to obtain approval of its shareholders at the 2019 AGM to permit exercise of the vested options post-Term Incentive Plan, termination as amended and restated. set forth in the form of option agreement attached hereto at Exhibit 1 (b) Contemporaneously with the other than for Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000death or Disability, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be are not subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”such approval). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plan. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (ai) Contemporaneously with On the Executive’s Start Effective Date, Executive will be granted 230,000 shares of restricted Common Stock of the Executive was granted 31,250 restricted stock units Company (“RSUs”the "Initial Grant"), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on Initial Grant will be granted under and subject to the first anniversary terms, definitions and provisions of the date of grant; provided that Company's Amended and Restated 2003 Incentive Compensation Plan (the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied"Plan"). The RSUs shall be subject in all respects to terms One-fourth (1/4th) of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a total number of shares of Common Stock subject to the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 Initial Grant shall vest and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first one (1) year anniversary of the date of grant Effective Date, and shall be subject in all respects to the terms an additional one forty-eighth (l/48th) of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a total number of shares of Common Stock subject to the Initial Grant shall vest and become exercisable on the same day as the Effective Date of each calendar month thereafter, provided that the Continuous Service (as such term is defined in the Plan) of the Executive continues through and on such date. Except as provided in this Agreement, the Initial Grant will be subject to the Company’s common stock 's standard terms and conditions under the Plan. (ii) On the Effective Date, the Company will also issue to Executive an option to purchase 70,000 shares of Common Stock at a per share exercise price equal to $925,000 10.00 per share (the "$10.00 Option"). The $10.00 Option will be granted under and on January 2subject to the terms, 2008, definitions and provisions of the Executive was granted an additional nonqualified stock option grant representing a Plan. One-fourth (1/4th) of the total number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating Common Stock subject to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant $10.00 Option shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing exercisable on the first one (1) year anniversary of the date Effective Date, and an additional one forty-eighth (1/48th) of grant the total number of shares of Common Stock subject to the $10.00 Option shall vest and shall become exercisable on the same day as the Effective Date of each calendar month thereafter, provided that the Continuous Service (as such term is defined in the Plan) of the Executive continues through and on such date. Except as provided in this Agreement, the $10.00 Option will be subject in all respects to the Company's standard terms of and conditions for options granted under the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plan. (diii) For calendar years during In the Employment Period event that the Company consummates a Change of Control transaction, 50% (subject to the following the 2008 calendar year, the Executive shall be eligible to receive sentence) of Executive's then outstanding unvested equity awards as and when equity awards are granted to senior officers generally, with will vest. Notwithstanding the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted previous sentence to the Executive contrary, if the Acquisition Bonus pursuant to paragraph 3(e) shall be subject in all respects become due and payable, then no acceleration of vesting shall occur pursuant to the Company’s Net Share Retention Programthis paragraph 3(f)(iii).

Equity Awards. Subject to approval by the Board, the Company shall grant equity awards to the Executive under the Company’s 2020 Incentive Award Plan (aas amended from time to time, the “Equity Plan”) Contemporaneously with and pursuant to the Executive’s Start terms and conditions of one or more award agreements thereunder, as follows: (A) On the Effective Date, the Executive was shall be granted 31,250 restricted stock units Options (as defined in the Equity Plan) to purchase 273,767 shares of Common Stock (as defined in the Equity Plan) at a price per share equal to the Fair Market Value (as defined in the Equity Plan) of a share of Common Stock on the date of grant (the “Time Vesting Options”) and Options to purchase 182,511 shares of Common Stock at a price per share equal to the Fair Market Value of a share of Common Stock on the date of grant (the “Performance Vesting Options”). (B) As soon as reasonably practicable following the Effective Date, and in any event no later than March 15, 2023, the Executive shall be granted Restricted Stock Units (as defined in the Equity Plan) covering 134,840 shares of Common Stock (the “Time Vesting RSUs”) and Restricted Stock Units covering 89,894 shares of Common Stock (the “Performance Vesting RSUs”). (C) Subject to the Executive’s continued employment through each vesting date, which number of RSUs represented 6,250 RSUs for (x) the period October 4, 2006 through December 31, 2006 Time Vesting Options and 25,000 RSUs for the 2007 calendar year. The foregoing Time Vesting RSUs shall vest in three equal annual installments commencing with respect to one-third of the shares covered thereby upon the day following the expiration of the Interim Period (provided that, if the Executive is willing to assume the role of non-interim President and CEO but the Company determines that he should not assume that role, such one-third Time Vesting Options and Time Vesting RSUs shall become vested notwithstanding the Executive’s termination of employment on or prior to the vesting date); (y) the remaining two-thirds of the shares covered by the Time Vesting Options shall vest (1) with respect to 25% of the shares covered thereby on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance Effective Date, and (2) with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects respect to terms 75% of the Restricted Share Agreement by and between shares covered thereby in twelve equal quarterly installments, beginning on the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on first quarterly anniversary following the first anniversary of the date Effective Date; and (z) the remaining two-thirds of grant the shares covered by the Time Vesting RSUs shall vest in four equal annual installments on each of the first four anniversaries of the Effective Date, such that 100% of the Time Vesting Options and Time Vesting RSUs shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated vested as of the Start Date and in substantially fourth anniversary of the form provided Effective Date. Subject to the Executive Executive’s continued employment through each vesting date, the Performance Vesting Options and the Performance Vesting RSUs shall each vest in four equal installments upon the Company’s 1994 Stock Option achievement of, respectively, a share price of $12.50, $17.00, $25.00 and Long-Term Incentive Plan$37.00, as amended and restatedin each case, determined based on twenty consecutive days trading at or above the applicable threshold. In the event of a Change in Control at a time when the Executive is employed by that the Company (including all Subsidiaries)does not have adequate outstanding shares reserved under the Equity Plan to grant the Time Vesting RSUs and Performance Vesting RSUs prior to any applicable vesting date, the Option any Restricted Stock Units that would have otherwise vested on such vesting date shall become fully be vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Dategrant date (which grant date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option avoidance of $925,000doubt, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”no later than March 15, 2023). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plan. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (a) Contemporaneously Pursuant to the terms of the Equity Plan, the Board or the Compensation Committee shall grant to the Executive a stock option (the “Option”) covering 1,000,000 shares of Common Stock (the “Option Shares”), with a per share exercise price equal to the fair market value of the Common Stock on the date of grant (as determined in accordance with the Equity Plan), as soon as reasonably practicable following the Company’s determination that it is eligible to issues such shares of Common Stock to the Executive pursuant to the Company’s Form S-8 (the “S-8 Eligibility Date”). Subject to the Executive’s Start Datecontinued employment with the Company, the Executive was granted 31,250 restricted stock units Option shall vest and become exercisable as to twenty-five percent (“RSUs”)25%) of the Option Shares on each of January 1, which number of RSUs represented 6,250 RSUs for the period October 42011, 2006 through December 312012, 2006 2013 and 25,000 RSUs for the 2007 calendar year2014. The foregoing RSUs Option shall vest in three equal annual installments commencing on the first anniversary of the date of grant; provided that the performance objective established be subject to such other terms and conditions specified by the Compensation Committee in accordance with Exhibit B hereof is satisfied. The RSUs the provisions of the Equity Plan and the form of award agreement to be approved by the Board (which award agreement shall be subject consistent with the Option terms set forth in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restatedthis Agreement). (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant and shall be subject in all respects Pursuant to the terms of the Stock Option Agreement by and between Equity Plan, the Company and Board or the Executive dated as of the Start Date and in substantially the form provided Compensation Committee shall grant to the Executive and a restricted stock award (the Company’s 1994 “RSA”) covering 500,000 shares of Common Stock Option and Long-Term Incentive Plan, (the “RSA Shares”) as amended and restatedsoon as reasonably practicable following the S-8 Eligibility Date. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard Subject to whether the Executive’s continued employment with the Company or any Company, the RSA shall vest as to twenty-five percent (25%) of its Subsidiaries continues after the RSA Shares on each of January 1, 2011, 2012, 2013 and 2014. The RSA shall be subject to such Change other terms and conditions specified by the Compensation Committee in Controlaccordance with the provisions of the Equity Plan and the form of award agreement to be approved by the Board (which award agreement shall be consistent with the RSA terms set forth in this Agreement). (c) On March 24, 2008, The Executive shall be permitted to satisfy his tax withholding obligations that arise in connection with any equity awards issued pursuant to the Executive was granted RSUs representing a number of Equity Plan with shares of the Company’s common stock equal to $925,000 and on January 2unrestricted Common Stock, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of including shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall unrestricted Common Stock received upon exercise or that vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating pursuant to the “performance-based” compensation (if any) and shall be subject to terms of equity award under which the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plantax withholding obligation arises. (d) For calendar years during In the Employment Period following event a successor corporation or a parent or subsidiary of a successor corporation to a transaction described in Section 10.2 of the 2008 calendar yearEquity Plan refuses to assume or substitute for the Executive’s outstanding equity awards issued pursuant thereto in a manner which keeps the Executive in substantially the same position with respect to such awards if no such assumption or substitution had occurred, the Executive shall be eligible to receive (i) fully vest in all such outstanding equity awards as of the day immediately preceding the consummation of such transaction and when (ii) if applicable, have the right to exercise all of outstanding equity award, including shares as to which such equity awards are granted to senior officers generally, with would not otherwise be vested or exercisable as of the amount and terms day immediately preceding the consummation of such awards determined on the same bases as awards granted to senior officers generallytransaction. (e) All The Executive acknowledges and agrees that vesting of his equity awards granted scheduled to occur on each of January 1, 2011, 2012, 2013 and 2014 shall be in respect of services to be performed by the Executive shall be subject in all respects to the Company’s Net Share Retention Programfor fiscal years 2011, 2012, 2013, and 2014, respectively.

Equity Awards. Subject to approval of the Board or the Committee, following your Start Date you will be granted the following equity awards (subject to your remaining employed on the date such awards are granted): a) Contemporaneously with An option (the Executive’s Start Date, the Executive was granted 31,250 restricted stock units (“RSUsOption Award”), which number of RSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary of the date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of 160,000 shares of the Company’s common stock (the “Common Stock”). The Option Award will have an exercise price per share equal to a Black Scholes value for the option closing price of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for Common Stock on The Nasdaq Global Select Market on the 2007 calendar yearlast day of the first month of your employment. The foregoing option shall shares underlying the Option Award (the “Option Shares”) will vest and become exercisable in three equal annual installments commencing exercisable, subject to your continued employment on each applicable vesting date, as follows: 25% of the Option Shares will vest on the first anniversary of the vesting start date associated with the Option Award and the remainder shall vest thereafter in equal monthly installments each month following such date for the subsequent thirty-six (36) months such that the options would be fully vested with respect to the Option Shares on the four-year anniversary of the vesting start date. b) An award of 80,000 restricted stock units (the “RSU Award”). The RSU Award will be granted on the last day of the first quarter of your employment and will vest in four (4) equal installments on the anniversary of the grant date, subject to your continued employment such that the RSU Award would be fully vested on the four-year anniversary of the grant date. c) The Option Award and shall the RSU Award will be subject in all respects to the terms and conditions of the Stock Option Agreement by and between Beam Therapeutics Inc. 2019 Equity Incentive Plan (as it may be amended from time to time, or any successor to such plan, the Company and “Plan”) as well as the Executive dated as of agreement evidencing the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restatedapplicable award. In the event of a Change in Control at a time when any conflict between the Executive is employed by terms of this Agreement and the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, without regard to whether the Executive’s employment with the Company or any of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect Plan or the provisions hereof) and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Plan. (d) For calendar years during the Employment Period following the 2008 calendar yearapplicable award agreement, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generallyPlan or award agreement will control. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.

Equity Awards. (a) Contemporaneously with the In consideration for Executive entering into this Agreement, for each year of Executive’s Start Dateemployment hereunder, Executive shall be eligible to receive an annual equity award bonus (the “Equity Bonus”) pursuant to the terms and conditions of the Sunworks, Inc. 2016 Equity Incentive Plan (the “Plan”). However, the Executive was granted 31,250 restricted stock units (“RSUs”), which number decision to provide any Equity bonus and the amount and terms of RSUs represented 6,250 RSUs for any Equity Bonus shall be in the period October 4, 2006 through December 31, 2006 sole and 25,000 RSUs for the 2007 calendar year. The foregoing RSUs shall vest in three equal annual installments commencing on the first anniversary absolute discretion of the date of grant; provided that the performance objective established by the Compensation Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (b) Contemporaneously with the Executive’s Start Date, the Executive was granted a nonqualified stock option to purchase a number of shares of the Company’s common stock equal to a Black Scholes value for the option Board of $1,156,000, which represented $231,000 for the period October 4, 2006 through December 31, 2006 and $925,000 for the 2007 calendar year. The foregoing option shall become exercisable in three equal annual installments commencing on the first anniversary of the date of grant Directors and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive Plan and the Company’s 1994 Stock Option and Longannual bonus plan under which it is granted. Subject to the foregoing, in consideration of Executive entering into this Agreement, the Company will grant to Executive common stock under the Sunworks, Inc. 2016 Equity Incentive Plan (the “Plan”) as follows: 8.3.1. The Company will grant to Executive common stock under the Plan for a number of shares equal to $150,000 divided by the market price for common stock on the Commencement Date, which will vest on the Commencement Date. 8.3.2. The Company will grant to Executive a restricted stock grant under the Plan for a number of shares equal to $500,000 divided by the market price for the common stock as of the Commencement Date, which shall vest in thirty-Term Incentive Plansix equal monthly installments, as amended and restated. In the event of a Change in Control at a time when the long as Executive is employed by the Company (including all Subsidiaries), on said dates. 8.3.3. On the Option shall become fully vested first and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth second anniversary of the Start Commencement Date, without regard to whether respectively, and on an each annual anniversary of the Executive’s employment with Commencement Date thereafter, as long as Executive is employed by Company on said dates, the Company or any will grant to Executive a restricted stock grant of its Subsidiaries continues after such Change in Control. (c) On March 24, 2008, common stock under the Executive was granted RSUs representing Plan for a number of shares of the Company’s common stock equal to $925,000 and 500,000 divided by the market price for the common stock on January 2the corresponding anniversary date, 2008which shall vest in thirty-six equal monthly installments over a three (3) year period following each grant date. 8.3.4. On each yearly anniversary of the Commencement Date, Executive shall be electable to receive a grant of common stock under the Executive was granted an additional nonqualified stock option grant representing Plan for a number of shares of to be determined by the Company’s common stock equal to a Black Scholes value for the option of $925,000Board, in each case its discretion, based on the current stock Executive’s performance during the prior year, up to $500,000 divided by the market price of a share of Company for the common stock on the date of the grant, which shall vest on the date that the Compensation Committee and the Board approve such grant. The foregoing RSU grant All other terms and conditions of such award shall vest according to performance objectives established be governed by the Committee terms and in accordance with the requirements of section 162(m) conditions of the Code relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) Plan and the Company’s 2007 Omnibus Equity Compensation Plan (the “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable, as applicable, in equal annual installments over the three-year period commencing on the first anniversary of the date of grant and shall be subject in all respects to terms of the agreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the 2007 Equity Compensation Planapplicable award agreement. (d) For calendar years during the Employment Period following the 2008 calendar year, the Executive shall be eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects to the Company’s Net Share Retention Program.